PRUCO LIFE OF NEW JERSEY VARIABLE INSURANCE ACCOUNT, 485BPOS, 1996-04-25

PRUCO LIFE OF NEW JERSEY VARIABLE INSURANCE ACCOUNT
485BPOS, 1996-04-25

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AS FILED WITH THE SEC ON _____________. REGISTRATION NO. 2-81243

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------

FORM S-6

POST-EFFECTIVE AMENDMENT NO. 23

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF UNIT INVESTMENT TRUSTS REGISTERED
ON FORM N-8B-2

--------------

PRUCO LIFE OF NEW JERSEY
VARIABLE INSURANCE ACCOUNT
(Exact Name of Trust)

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
(Name of Depositor)

213 WASHINGTON STREET
NEWARK, NEW JERSEY 07102-2992
(800) 437-4016, EXT. 46
(Address and telephone number of principal executive offices)

--------------

THOMAS C. CASTANO
ASSISTANT SECRETARY
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
213 WASHINGTON STREET
NEWARK, NEW JERSEY 07102-2992
(Name and address of agent for service)

Copy to:
JEFFREY C. MARTIN
SHEA & GARDNER
1800 MASSACHUSETTS AVENUE, N.W.
WASHINGTON, D.C. 20036

--------------

Variable Life Insurance Contracts--The Registrant has registered an indefinite
amount of securities pursuant to Rule 24f-2 under the Investment Company Act of
1940. The Rule 24f-2 notice for fiscal year 1995 was filed on February 29, 1996.

It is proposed that this filing will become effective (check appropriate space):

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485

[X] on May 1, 1996 pursuant to paragraph (b) of Rule 485
(date)

[ ] 60 days after filing pursuant to paragraph (a) of Rule 485

[ ] on _____________________ pursuant to paragraph (a) of Rule 485

<PAGE>

CROSS REFERENCE SHEET
(AS REQUIRED BY FORM N-8B-2)

N-8B-2 ITEM NUMBER LOCATION
------------------ --------

1. Cover Page

2. Cover Page

3. Not Applicable

4. Sale of the Contract and Sales Commissions

5. Pruco Life of New Jersey Variable Insurance
Account

6. Pruco Life of New Jersey Variable Insurance
Account

7. Not Applicable

8. Not Applicable

9. Litigation

10. Brief Description of Contract; Short-Term
Cancellation Right, or "Free Look";
Premiums; Premium Adjustment; Allocation of
Premiums; Transfers; Charges and Expenses;
How a Contract's Death Benefit Will Vary;
How a Contract's Cash Value Will Vary;
Withdrawal of a Portion of a Contract's Net
Cash Value; Surrender of a Contract for its
Net Cash Value; When Proceeds are Paid;
Right to Exchange a Contract for a
Fixed-Benefit Whole-Life Policy; Lapse and
Reinstatement; Options on Lapse; Riders;
Other General Contract Provisions; Voting
Rights; Substitution of Series Fund Shares

11. Brief Description of the Contract; Pruco
Life of New Jersey Variable Insurance
Account

12. Cover Page; Brief Description of the
Contract; The Prudential Series Fund, Inc.;
Sale of the Contract and Sales Commissions

13. Brief Description of the Contract; The
Prudential Series Fund, Inc.; Charges and
Expenses; Sale of the Contract and Sales
Commissions

14. Brief Description of the Contract;
Requirements for Issuance of a Contract

15. Brief Description of the Contract;
Allocation of Premiums; Transfers

16. Brief Description of the Contract; Detailed
Information for Prospective Contract Owners

17. When Proceeds are Paid

18. Pruco Life of New Jersey Variable Insurance
Account

19. Reports to Contract Owners

20. Not Applicable

21. Contract Loans

22. Not Applicable

23. Not Applicable

<PAGE>

N-8B-2 ITEM NUMBER LOCATION
------------------ --------

24. Other General Contract Provisions

25. Pruco Life Insurance Company of New Jersey

26. Brief Description of the Contract; The
Prudential Series Fund, Inc.; Charges and
Expenses

27. Pruco Life Insurance Company of New Jersey;
The Prudential Series Fund, Inc.

28. Pruco Life Insurance Company of New Jersey;
Directors and Officers

29. Pruco Life Insurance Company of New Jersey

30. Not Applicable

31. Not Applicable

32. Not Applicable

33. Not Applicable

34. Not Applicable

35. Pruco Life Insurance Company of New Jersey

36. Not Applicable

37. Not Applicable

38. Sale of the Contract and Sales Commissions

39. Sale of the Contract and Sales Commissions

40. Not Applicable

41. Sale of the Contract and Sales Commissions

42. Not Applicable

43. Not Applicable

44. Brief Description of the Contract; The
Prudential Series Fund, Inc.; How a
Contract's Death Benefit Will Vary; How a
Contract's Cash Value Will Vary

45. Not Applicable

46. Brief Description of the Contract; Pruco
Life of New Jersey Variable Insurance
Account; The Prudential Series Fund, Inc.

47. Pruco Life of New Jersey Variable Insurance
Account; The Prudential Series Fund, Inc.

48. Not Applicable

49. Not Applicable

50. Not Applicable

51. Not Applicable

52. Substitution of Series Fund Shares

53. Tax Treatment of Contract Benefits

54. Not Applicable

55. Not Applicable

<PAGE>

N-8B-2 ITEM NUMBER LOCATION
------------------ --------

56. Not Applicable

57. Not Applicable

58. Not Applicable

59. Financial Statements; Financial Statements
of Pruco Life of New Jersey Variable
Insurance Account; Financial Statements of
Pruco Life Insurance Company of New Jersey

<PAGE>

PART I

INFORMATION REQUIRED IN PROSPECTUS

<PAGE>

PROSPECTUS

MAY 1, 1996

PRUCO LIFE INSURANCE COMPANY
OF NEW JERSEY
VARIABLE INSURANCE ACCOUNT

VARIABLE------------------------------------------------------------------------
LIFE INSURANCE
CONTRACTS

This prospectus describes a variable life insurance contract (the "Contract")
issued by Pruco Life Insurance Company of New Jersey ("Pruco Life of New
Jersey"), a stock life insurance company that is an indirect wholly-owned
subsidiary of The Prudential Insurance Company of America ("The Prudential"). As
of January 1, 1992, these Contracts are no longer available for sale. These
Contracts provide whole-life insurance protection. That is, they provide
lifetime insurance coverage, as long as premiums are paid. They also provide a
cash value for the owner if the Contract is terminated during the insured's
lifetime. A Contract's death benefit varies monthly with the investment
performance of the subaccounts of the Pruco Life of New Jersey Variable
Insurance Account (the "Account") to which the owner allocates the net premiums.
Whatever the investment performance, however, it will not cause the death
benefit to be less than a guaranteed minimum amount (generally the face amount
specified in the Contract). The cash value of a Contract generally increases
with the payment of each premium, but it also varies daily with investment
performance. There is no guaranteed minimum cash value.

A Contract's net premiums and earnings on those premiums will be held in one or
more of the investment subaccounts of the Account or, pursuant to a real estate
investment option, in the Pruco Life of New Jersey Variable Contract Real
Property Account (the "Real Property Account"). The assets of each subaccount
will be invested in a corresponding portfolio of The Prudential Series Fund,
Inc. (the "Series Fund"). The attached prospectus for the Series Fund and its
statement of additional information describe the investment objectives of the
thirteen portfolios of the Series Fund in which net premiums under the Contracts
may currently be invested--the MONEY MARKET PORTFOLIO, the DIVERSIFIED BOND
PORTFOLIO, the GOVERNMENT INCOME PORTFOLIO, the CONSERVATIVE BALANCED PORTFOLIO,
the FLEXIBLE MANAGED PORTFOLIO, the HIGH YIELD BOND PORTFOLIO, the STOCK INDEX
PORTFOLIO, the EQUITY INCOME PORTFOLIO, the EQUITY PORTFOLIO, the PRUDENTIAL
JENNISON PORTFOLIO, the SMALL CAPITALIZATION STOCK PORTFOLIO, the GLOBAL
PORTFOLIO, and the NATURAL RESOURCES PORTFOLIO. Other subaccounts and portfolios
may be added in the future. The REAL PROPERTY ACCOUNT, through a partnership,
invests primarily in income-producing real property. The Real Property Account
is described in a prospectus that is attached to this one. This prospectus
describes the Contract generally and the Pruco Life of New Jersey Variable
Insurance Account.

REPLACING EXISTING INSURANCE WITH A CONTRACT DESCRIBED IN THIS PROSPECTUS MAY
NOT BE TO YOUR ADVANTAGE. IF YOU CURRENTLY OWN A LIFE INSURANCE CONTRACT, THE
BENEFITS AND COSTS OF PURCHASING ADDITIONAL INSURANCE UNDER THE EXISTING POLICY
SHOULD BE COMPARED WITH THE BENEFITS AND COSTS OF PURCHASING THE CONTRACT
DESCRIBED IN THIS PROSPECTUS. IN MAKING THIS COMPARISON, YOU SHOULD CONSULT WITH
A QUALIFIED TAX ADVISOR.

PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT IS ATTACHED TO
A CURRENT PROSPECTUS FOR THE PRUDENTIAL SERIES FUND, INC. AND A CURRENT
PROSPECTUS FOR THE PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY
ACCOUNT.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
213 Washington Street
Newark, New Jersey 07102-2992
Telephone: (800) 437-4016, Ext. 46

VLI-2 Ed 5-96
Catalog No. 646965I

<PAGE>

PROSPECTUS CONTENTS

Page

BRIEF DESCRIPTION OF THE CONTRACT ......................................... 1

GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY,
PRUCO LIFE OF NEW JERSEY VARIABLE INSURANCE ACCOUNT, AND THE VARIABLE
INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT ........................ 2
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY ............................. 2
PRUCO LIFE OF NEW JERSEY VARIABLE INSURANCE ACCOUNT .................... 2
THE PRUDENTIAL SERIES FUND, INC ........................................ 3
PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY ACCOUNT ....... 4
WHICH INVESTMENT OPTION SHOULD BE SELECTED ............................. 5

DETAILED INFORMATION FOR PROSPECTIVE CONTRACT OWNERS ...................... 5
REQUIREMENTS FOR ISSUANCE OF A CONTRACT ................................ 5
PREMIUMS ............................................................... 5
PREMIUM ADJUSTMENT ..................................................... 6
ALLOCATION OF PREMIUMS ................................................. 6
CHARGES AND EXPENSES ................................................... 7
TRANSFERS .............................................................. 8
HOW A CONTRACT'S DEATH BENEFIT WILL VARY ............................... 9
HOW A CONTRACT'S CASH VALUE WILL VARY .................................. 11
SURRENDER OF A CONTRACT FOR ITS NET CASH VALUE ......................... 13
WITHDRAWAL OF A PORTION OF A CONTRACT'S NET CASH VALUE ................. 13
WHEN PROCEEDS ARE PAID ................................................. 14
LIVING NEEDS BENEFIT ................................................... 14
ILLUSTRATIONS OF CASH VALUES, DEATH BENEFITS, AND ACCUMULATED PREMIUMS . 15
CONTRACT LOANS ......................................................... 16
RIGHT TO EXCHANGE A CONTRACT FOR A FIXED-BENEFIT WHOLE-LIFE POLICY ..... 17
SALE OF THE CONTRACT AND SALES COMMISSIONS ............................. 17
TAX TREATMENT OF CONTRACT BENEFITS ..................................... 17
LAPSE AND REINSTATEMENT ................................................ 19
OPTIONS ON LAPSE ....................................................... 19
LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS .... 20
OTHER GENERAL CONTRACT PROVISIONS ...................................... 21
RIDERS ................................................................. 21
VOTING RIGHTS .......................................................... 21
SUBSTITUTION OF SERIES FUND SHARES ..................................... 22
REPORTS TO CONTRACT OWNERS ............................................. 22
STATE REGULATION ....................................................... 22
EXPERTS ................................................................ 22
LITIGATION ............................................................. 23
ADDITIONAL INFORMATION ................................................. 23
FINANCIAL STATEMENTS ................................................... 23
DIRECTORS AND OFFICERS ................................................. 24

FINANCIAL STATEMENTS OF PRUCO LIFE OF NEW JERSEY VARIABLE INSURANCE ACCOUNT A1

FINANCIAL STATEMENTS OF PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY ........ B1

ADDITIONAL ILLUSTRATIONS OF CASH VALUES, DEATH BENEFITS, AND ACCUMULATED
PREMIUMS ............................................................... C1

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION IN WHICH
SUCH OFFERING MAY NOT LAWFULLY BE MADE. NO PERSON IS AUTHORIZED TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED IN
THIS PROSPECTUS, THE PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION FOR THE
SERIES FUND, AND THE PROSPECTUS FOR THE REAL PROPERTY ACCOUNT.

<PAGE>

BRIEF DESCRIPTION OF THE CONTRACT

This variable life insurance contract (the "Contract") being offered by Pruco
Life Insurance Company of New Jersey ("Pruco Life of New Jersey") is in many
respects similar to traditional "fixed-benefit" whole-life insurance. In other
respects it is quite different. As with fixed-benefit whole-life insurance, the
owner pays level premiums for a Contract that provides lifetime insurance
coverage on the named insured. Like fixed-benefit whole-life insurance, a
Contract has a cash value that the owner may obtain by terminating the Contract.
Also like fixed-benefit whole-life insurance, a variety of optional benefits and
riders may be added and may require an additional premium. Finally, like
fixed-benefit whole-life insurance, the cash value of a Contract during the
early years will be substantially lower than the sum of the premiums paid. Under
a fixed-benefit contract, there are a fixed guaranteed death benefit and a cash
value that increases at a guaranteed rate as additional premiums are paid; in
some such contracts, the insurer may refund some of the premium as a dividend if
its experience is better than the assumptions upon which it made its guarantees.
The variable life insurance Contract described here also has a schedule of cash
values and a guaranteed minimum death benefit. The distinctive feature of this
Contract is that the premiums, after certain deductions are made, are placed in
one or more separate investment subaccounts of Pruco Life of New Jersey's
Variable Insurance Account, and the death benefit and cash value may increase or
decrease, depending on the investment performance of the selected subaccount[s].
There is no minimum cash value. But, as long as no premium is in default and
there is no loan on the Contract, the death benefit will not be less than a
guaranteed minimum amount (the face amount specified in the Contract, unless the
Contract owner has withdrawn part of the Contract's cash value). See WITHDRAWAL
OF A PORTION OF A CONTRACT'S NET CASH VALUE, page 13. The smallest Contract has
a face amount of $25,000. As of January 1, 1992, these Contracts are no longer
available for sale.

The owner of a Contract chooses the subaccount[s] of the Pruco Life Variable
Insurance Account (the "Account") into which the net premiums will be placed. At
present there are thirteen subaccounts, each of which is invested in a
corresponding portfolio of The Prudential Series Fund, Inc. (the "Series Fund"),
a series mutual fund to which The Prudential Insurance Company of America ("The
Prudential") acts as investment advisor. The MONEY MARKET PORTFOLIO is invested
in short-term debt obligations similar to those purchased by money market funds;
the DIVERSIFIED BOND PORTFOLIO (formerly the Bond Portfolio) is invested
primarily in high quality medium-term corporate and government debt securities;
the GOVERNMENT INCOME PORTFOLIO (formerly the Government Securities Portfolio)
is invested primarily in US Government securities including intermediate and
long-term US Treasury securities and debt obligations issued by agencies of or
instrumentalities established, sponsored or guaranteed by the U.S. Government;
the CONSERVATIVE BALANCED PORTFOLIO (formerly the Conservatively Managed
Flexible Portfolio) is invested in a mix of money market instruments, fixed
income securities and common stock in proportions believed by the investment
manager to be appropriate for an investor who desires diversification of
investment who prefers a relatively lower risk of loss and correspondingly
reduced chance of high appreciation; the FLEXIBLE MANAGED PORTFOLIO (formerly
the Aggressively Managed Flexible Portfolio) is invested in a mix of money
market instruments, fixed income securities and common stocks, in proportions
believed by the investment manager to be appropriate for an investor desiring
diversification of investment who is willing to accept a relatively high level
of loss in an effort to achieve greater appreciation; the HIGH YIELD BOND
PORTFOLIO is invested primarily in high yield fixed-income securities of medium
to lower quality, also known as high risk bonds; the STOCK INDEX PORTFOLIO is
invested in common stocks selected to duplicate the price and yield performance
of the Standard & Poor's 500 Composite Stock Price Index; the EQUITY INCOME
PORTFOLIO (formerly the High Dividend Stock Portfolio) is invested primarily in
common stocks and convertible securities that provide favorable prospects for
investment income returns above those of the Standard & Poor's 500 Stock Index
or the NYSE Composite Index; the EQUITY PORTFOLIO (formerly the Common Stock
Portfolio) is invested primarily in common stocks; the PRUDENTIAL JENNISON
PORTFOLIO (formerly the Growth Stock Portfolio) is invested primarily in equity
securities of established companies with above-average growth prospects; the
SMALL CAPITALIZATION STOCK PORTFOLIO is invested in equity securities of
publicly-traded companies with small market capitalization; the GLOBAL PORTFOLIO
(formerly the Global Equity Portfolio) is invested primarily in common stocks
and common stock equivalents (such as convertible debt securities) of foreign
and domestic issuers; the NATURAL RESOURCES PORTFOLIO is invested primarily in
common stocks and convertible securities of natural resource companies, and in
securities (typically debt securities or preferred stock) the terms of which are
related to the market value of a natural resource. Further information about the
Series Fund portfolios can be found under THE PRUDENTIAL SERIES FUND, INC. on
page 3.

The Contract owner may also invest a portion of his or her net premiums in the
Pruco Life of New Jersey Variable Contract Real Property Account (the "Real
Property Account"), which, through a partnership, invests primarily in
income-producing real property. If a Contract owner elects to invest a portion
of his or her net premiums in the Real Property Account, the assets will be
maintained in a subaccount of the Real Property Account related to the Contract
that provides the mechanism and maintains the records whereby the various
Contract charges are made.

<PAGE>

The investment objectives of the Real Property Account and the partnership are
described briefly under PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY
ACCOUNT on page 4.

Because the assets that relate to the Contract may be invested in these various
investment options, the Contract offers an opportunity for the cash value to
appreciate more rapidly than it would under comparable fixed-benefit whole-life
insurance. But the owner must accept the risk that if investment performance is
unfavorable the cash value may not appreciate as rapidly and, indeed, may
decrease in value.

Pruco Life of New Jersey deducts certain charges from each premium payment and
from the amounts held in the designated investment options. All these charges,
which are largely designed to cover insurance costs and risks as well as sales
and administrative expenses, are fully described under CHARGES AND EXPENSES on
page 7. In brief, and subject to that fuller description, the following charges
may be made: (1) an annual administrative charge of $30 if premiums are paid
annually, $32 if paid semi-annually, $36 if paid quarterly, and $48 if paid
monthly; (2) a one-time first-year administrative charge upon each premium of up
to $5 for each $1,000 of face amount if premiums are paid annually, $2.52 if
paid semi-annually, $1.27 if paid quarterly, and $0.43 if paid monthly; (3)
sales load charges of not more than 30% of the basic premium in the first
Contract year, not more than 10% of the basic premium in the second year, and
not more than 9% of the sum of the basic premiums to be paid in the first 20
years; (4) a premium tax charge of 2% is deducted from each basic premium; (5) a
guaranteed minimum death benefit risk charge of not more than 1.2% of each basic
premium; (6) each month, a charge for anticipated mortality is deducted, with
the maximum charge based on the 1980 CSO Tables; (7) a daily charge equivalent
to an annual rate of up to 0.35% is deducted from the assets of the subaccounts
for mortality and expense risks; (8) if the Contract includes riders, a
deduction from each premium payment will be made for charges applicable to those
riders; and (9) certain fees and expenses are deducted from the assets of the
Series Fund and Real Property Account. Because of these charges, prospective
purchasers should purchase a Contract only if they intend and have the financial
capability to keep it in force for a substantial period. The death benefit
increases or decreases monthly (but not below the guaranteed minimum amount)
depending on the investment results of the subaccount[s] and/or the Real
Property Account in which the Contract participates. It does not change simply
because a premium is paid. The cash value also changes at a rate that depends on
the investment results, but these changes take place daily rather than monthly.
Each premium payment has the effect of adding to the cash value. For more
detailed information about how the death benefit and cash value change, see HOW
A CONTRACT'S DEATH BENEFIT WILL VARY, page 9 and HOW A CONTRACT'S CASH VALUE
WILL VARY, page 11.

For a limited time, a Contract may be returned for a refund in accordance with
the terms of its "free look" provision. See SHORT-TERM CANCELLATION RIGHT OR
"FREE LOOK," page 5.

Each owner should retain a copy of the Contract document. That document,
together with the attached application, constitutes the entire agreement between
the owner and Pruco Life of New Jersey.

GENERAL INFORMATION ABOUT PRUCO LIFE INSURANCE
COMPANY OF NEW JERSEY, PRUCO LIFE OF NEW JERSEY
VARIABLE INSURANCE ACCOUNT, AND THE VARIABLE
INVESTMENT OPTIONS AVAILABLE UNDER THE CONTRACT

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

Pruco Life Insurance Company of New Jersey ("Pruco Life of New Jersey") is a
stock life insurance company, organized in 1982 under the laws of the State of
New Jersey. It is licensed to sell life insurance and annuities only in the
States of New Jersey and New York.

Pruco Life of New Jersey is a wholly-owned subsidiary of Pruco Life Insurance
Company, which in turn is a wholly-owned subsidiary of The Prudential, a mutual
insurance company founded in 1875 under the laws of the State of New Jersey. As
of December 31, 1995, The Prudential has invested $127 million in Pruco Life of
New Jersey through its subsidiary Pruco Life Insurance Company in connection
with Pruco Life of New Jersey's organization and operation. The Prudential
intends from time to time to make additional capital contributions to Pruco Life
of New Jersey as needed to enable it to meet its reserve requirements and
expenses in connection with its business. However, The Prudential is under no
obligation to make such contributions and its assets do not back the benefits
payable under the Contract. Pruco Life of New Jersey's financial statements
begin on page B1 and should be considered only as bearing upon Pruco Life of New
Jersey's ability to meet its obligations under the Contracts.

PRUCO LIFE OF NEW JERSEY VARIABLE INSURANCE ACCOUNT

The Pruco Life of New Jersey Variable Insurance Account (the "Account") was
established on December 29, 1982 under New Jersey law as a separate investment
account. The Account meets the definition of a "separate

<PAGE>

account" under the federal securities laws. The Account holds assets that are
segregated from all of Pruco Life of New Jersey's other assets.

The obligations to Contract owners and beneficiaries arising under the Contract
are general corporate obligations of Pruco Life of New Jersey. Pruco Life of New
Jersey is also the legal owner of the assets in the Account. Pruco Life of New
Jersey will at all times maintain assets in the Account with a total market
value at least equal to the reserve and other liabilities relating to the
variable benefits attributable to the Account. These assets may not be charged
with liabilities which arise from any other business Pruco Life of New Jersey
conducts. In addition to these assets, the Account's assets may include funds
contributed by Pruco Life of New Jersey to commence operation of the Account and
may include accumulations of the charges Pruco Life of New Jersey makes against
the Account. From time to time these additional assets will be transferred to
Pruco Life of New Jersey's general account. Before making any such transfer,
Pruco Life of New Jersey will consider any possible adverse impact the transfer
might have on the Account.

The Account is registered with the Securities and Exchange Commission ("SEC")
under the Investment Company Act of 1940 ("1940 Act") as a unit investment
trust, which is a type of investment company. This does not involve any
supervision by the SEC of the management or investment policies or practices of
the Account. For state law purposes, the Account is treated as a part or
division of Pruco Life of New Jersey. There are currently thirteen subaccounts
within the Account, each of which invests in a single corresponding portfolio of
the Series Fund. Additional subaccounts may be added in the future. The
Account's financial statements begin on page A1.

THE PRUDENTIAL SERIES FUND, INC.

The Prudential Series Fund, Inc. (the "Series Fund") is registered under the
1940 Act as an open-end diversified management investment company. Its shares
are currently sold only to separate accounts of The Prudential and certain other
insurers that offer variable life insurance and variable annuity contracts. On
October 31, 1986, the Pruco Life Series Fund, Inc., an open-ended, diversified
management investment company which sold its shares only to separate accounts of
Pruco Life of New Jersey and Pruco Life Insurance Company, was merged into the
Series Fund. Prior to that date, the Account invested only in shares of the
Pruco Life Series Fund, Inc. The Account will purchase and redeem shares from
the Series Fund at net asset value. Shares will be redeemed to the extent
necessary for Pruco Life of New Jersey to provide benefits under the Contract
and to transfer assets from one subaccount to another, as requested by Contract
owners. Any dividend or capital gain distribution received from a portfolio of
the Series Fund will be reinvested immediately at net asset value in shares of
that portfolio and retained as assets of the corresponding subaccount.

The Prudential is the investment advisor for the assets of each of the
portfolios of the Series Fund. The Prudential's principal business address is
Prudential Plaza, Newark, New Jersey 07102-3777. The Prudential has a Service
Agreement with its wholly-owned subsidiary The Prudential Investment Corporation
("PIC"), which provides that, subject to The Prudential's supervision, PIC will
furnish investment advisory services in connection with the management of the
Series Fund. In addition, The Prudential has entered into a Subadvisory
Agreement with its wholly-owned subsidiary Jennison Associates ("Jennison"),
under which Jennison furnishes investment advisory services in connection with
the management of the Prudential Jennison Portfolio. Further detail is provided
in the prospectus and statement of additional information for the Series Fund.
The Prudential , PIC, and Jennison are registered as investment advisors under
the Investment Advisers Act of 1940.

As an investment advisor, The Prudential charges the Series Fund a daily
investment management fee as compensation for its services. The following table
shows the investment management fee charged for each portfolio of the Series
Fund available for investment by Contract owners.

<PAGE>

- --------------------------------------------------------------------------------
ANNUAL INVESTMENT
PORTFOLIO MANAGEMENT FEE AS
A PERCENTAGE OF AVERAGE
DAILY NET ASSETS
- --------------------------------------------------------------------------------
MONEY MARKET PORTFOLIO 0.40%
DIVERSIFIED BOND PORTFOLIO 0.40%
GOVERNMENT INCOME PORTFOLIO 0.40%
CONSERVATIVE BALANCED PORTFOLIO 0.55%
FLEXIBLE MANAGED PORTFOLIO 0.60%
HIGH YIELD BOND PORTFOLIO 0.55%
STOCK INDEX PORTFOLIO 0.35%
EQUITY INCOME PORTFOLIO 0.40%
EQUITY PORTFOLIO 0.45%
PRUDENTIAL JENNISON PORTFOLIO 0.60%
SMALL CAPITALIZATION STOCK PORTFOLIO 0.40%
GLOBAL PORTFOLIO 0.75%
NATURAL RESOURCES PORTFOLIO 0.45%
- --------------------------------------------------------------------------------

Some investment management fees and expenses charged to the Series Fund may be
higher than those that were previously charged to the Pruco Life Series Fund,
Inc. (0.4%), in which the Account previously invested. For the Money Market,
Diversified Bond, Conservative Balanced, Flexible Managed, and Equity
Portfolios, Pruco Life of New Jersey will make daily adjustments that will
offset the effect on Contract owners of any higher investment management fees
and expenses charged against the Series Fund. No such offset will be made with
respect to the remaining portfolios, which had no counterparts in the Pruco Life
Series Fund, Inc.

It is conceivable that in the future it may become disadvantageous for both
variable life insurance and variable annuity contract separate accounts to
invest in the same underlying mutual fund. Although neither the companies which
invest in the Series Fund, nor the Series Fund currently foresees any such
disadvantage, the Series Fund's Board of Directors intends to monitor events in
order to identify any material conflict between variable life insurance and
variable annuity contract owners and to determine what action, if any, should be
taken in response thereto. Material conflicts could result from such things as:
(1) changes in state insurance law; (2) changes in federal income tax law; (3)
changes in the investment management of any portfolio of the Series Fund; or (4)
differences between voting instructions given by variable life insurance and
variable annuity contract owners.

A FULL DESCRIPTION OF THE SERIES FUND, ITS INVESTMENT OBJECTIVES, MANAGEMENT,
POLICIES, AND RESTRICTIONS, ITS EXPENSES, THE RISKS ATTENDANT TO INVESTMENT
THEREIN-INCLUDING ANY RISKS ASSOCIATED WITH INVESTMENT IN THE HIGH YIELD BOND
PORTFOLIO, AND ALL OTHER ASPECTS OF ITS OPERATION IS CONTAINED IN THE ATTACHED
PROSPECTUS FOR THE SERIES FUND AND IN ITS STATEMENT OF ADDITIONAL INFORMATION,
WHICH SHOULD BE READ IN CONJUNCTION WITH THIS PROSPECTUS. THERE IS NO ASSURANCE
THAT THE INVESTMENT OBJECTIVES WILL BE MET.

PRUCO LIFE OF NEW JERSEY VARIABLE CONTRACT REAL PROPERTY ACCOUNT

The Pruco Life of New Jersey Variable Contract Real Property Account (the "Real
Property Account") is a separate account of Pruco Life of New Jersey that,
through a general partnership formed by The Prudential and two of its
subsidiaries, invests primarily in income-producing real property such as office
buildings, shopping centers, agricultural land, hotels, apartments or industrial
properties. It also invests in mortgage loans and other real estate-related
investments, including sale-leaseback transactions. The objectives of the Real
Property Account and the partnership are to preserve and protect capital,
provide for compounding of income as a result of reinvestment of cash flow from
investments, and provide for increases over time in the amount of such income
through appreciation in the value of assets.

The partnership has entered into an investment management agreement with The
Prudential, under which The Prudential selects the properties and other
investments held by the partnership. The Prudential charges the partnership a
daily fee for investment management which amounts to 1.25% per year of the
average daily gross assets of the partnership.

A FULL DESCRIPTION OF THE REAL PROPERTY ACCOUNT, ITS MANAGEMENT, POLICIES, AND
RESTRICTIONS, ITS CHARGES AND EXPENSES, THE RISKS ATTENDANT TO INVESTMENT
THEREIN, THE PARTNERSHIP'S INVESTMENT OBJECTIVES, AND ALL OTHER ASPECTS OF THE
REAL PROPERTY ACCOUNT'S AND THE PARTNERSHIP'S OPERATIONS IS CONTAINED IN THE
ATTACHED PROSPECTUS FOR THE REAL PROPERTY ACCOUNT, WHICH SHOULD BE READ TOGETHER
WITH THIS PROSPECTUS BY ANY CONTRACT OWNER CONSIDERING THE REAL ESTATE
INVESTMENT OPTION. THERE IS NO ASSURANCE THAT THE INVESTMENT OBJECTIVES WILL BE
MET.

4
<PAGE>

WHICH INVESTMENT OPTION SHOULD BE SELECTED?

A broad objective of the Contract is to provide benefits that will increase in
value if favorable investment results are achieved. Contract owners have a large
number of options as to how the amounts credited to their Contracts will be
invested. Historically, for investments held over relatively long periods, the
investment performance of common stocks has generally been superior to that of
short or long-term debt securities, even though common stocks have been subject
to much more dramatic changes in value over short periods of time. Accordingly,
the Stock Index, Equity Income, Prudential Jennison, Small Capitalization Stock,
Equity, Global, or Natural Resources Portfolios may be desirable options for
Contract owners who are willing to accept such volatility in their Contract
values. Each of these equity portfolios involves somewhat different investment
risks, policies, and programs.

Some Contract owners may prefer the somewhat greater protection against loss of
principal (and reduced chance of high total return) provided by the Government
Income or Diversified Bond Portfolios, while others, who desire even greater
safety of principal, may prefer the Money Market Portfolio, recognizing that the
level of short-term rates may change rather rapidly. Contract owners not
interested in common stocks but willing to take risks and seeking the
possibility of a high total return may prefer the High Yield Bond Portfolio,
recognizing that with higher yielding, lower quality bonds the risks are
greater. Some Contract owners may wish to divide their funds among two or more
of the portfolios. Some may wish to obtain diversification by relying on The
Prudential's judgment for an appropriate asset mix by choosing one of the
Balanced Portfolios. The Real Property Account permits a Contract owner to
diversify his or her investment under the Contract to include an interest in a
pool of income-producing real property, and real estate is often considered to
be a hedge against inflation.

Each Contract owner must make his or her own choice that takes into account how
willing he or she is to accept investment risks, the manner in which his or her
other assets are invested, and his or her own predictions about what investment
results are likely to be in the future. The Prudential recommends against
frequent transfers among the several options as experience generally indicates
that "market timing" investing, particularly by non-professional investors, is
likely to prove unsuccessful.

DETAILED INFORMATION FOR PROSPECTIVE
CONTRACT OWNERS

REQUIREMENTS FOR ISSUANCE OF A CONTRACT

As of January 1, 1992, these Contracts are no longer available for sale. The
minimum initial guaranteed death benefit that can be applied for is $25,000. The
Contract may generally be issued on insureds below the age of 76. Before issuing
any Contract, Pruco Life of New Jersey requires evidence of insurability which
may include a medical examination. Non-smokers who meet preferred underwriting
requirements are offered the most favorable premium rate. A higher premium is
charged if an extra mortality risk is involved. These are the current
underwriting requirements. The Company reserves the right to change them on a
non-discriminatory basis.

SHORT-TERM CANCELLATION RIGHT OR "FREE LOOK"

Generally, a Contract may be returned for a refund within 10 days after it is
received by the Contract owner, within 45 days after Part I of the application
for insurance is signed or within 10 days after Pruco Life of New Jersey mails
or delivers a Notice of Withdrawal Right, whichever is latest. Some states allow
a longer period of time during which a Contract may be returned for a refund. A
refund can be requested by mailing or delivering the Contract to the
representative who sold it or to the Pruco Life of New Jersey Home Office
specified in the Contract. A Contract returned according to this provision shall
be deemed void from the beginning. The Contract owner will then receive a refund
of all premium payments made, plus or minus any change due to investment
experience in the value of the invested portion of the premiums, calculated as
if no charges had been made against the Account or the Series Fund. However, if
applicable law so requires, the Contract owner who exercises his or her
short-term cancellation right will receive a refund of all premium payments
made, with no adjustment for investment experience.

PREMIUMS

Premiums on the Contract are level, fixed, and payable in advance during the
insured's lifetime on an annual, semi-annual, quarterly or monthly basis. If
paid more often than annually, an extra fee will be charged to compensate Pruco
Life of New Jersey for the additional processing costs (see CHARGES AND
EXPENSES, page 7) and for the loss of interest (computed generally at an annual
rate of 8%) incurred because premiums are paid throughout rather than at the
beginning of each Contract year. The premium amount depends on the Contract's
face amount, the insured's sex (except where unisex rates apply) and age at
issue, and the insured's risk classification. Contract owners who pay premiums
other than on a monthly basis will receive notice that a premium

<PAGE>

is due about 3 weeks before each due date. Contract owners who pay premiums
monthly will receive each year a book with twelve coupons that will serve as a
reminder. With Pruco Life of New Jersey's consent, an owner may change the
frequency of premium payments.

A Contract owner may elect to have monthly premiums paid automatically under the
"Pru-Matic Premium Plan" by pre-authorized transfers from a bank checking
account. Some Contract owners may also be eligible to have monthly premiums paid
by pre-authorized deductions from an employer's payroll.

The following table shows representative standard and preferred annual premium
amounts for various face amounts:

- --------------------------------------------------------------------------------
$25,000 FACE $100,000 FACE
AMOUNT AMOUNT
----------------------------------------------------------------
PREFERRED STANDARD PREFERRED STANDARD
- --------------------------------------------------------------------------------
Male, age 25 $270.00 $283.25 $ 990.00 $1,043.00
at issue
- --------------------------------------------------------------------------------
Female, age 35 $333.75 $342.75 $1,245.00 $1,281.00
at issue
- --------------------------------------------------------------------------------
Male, age 40 $449.00 $484.50 $1,706.00 $1,848.00
at issue
- --------------------------------------------------------------------------------

The following table compares annual and monthly premiums for insureds who are
standard risks. Note that in these examples the sum of 12 monthly premiums for a
particular Contract is approximately 105% to 110% of the annual premium for that
Contract.

- --------------------------------------------------------------------------------
$25,000 FACE $100,000 FACE
AMOUNT AMOUNT
----------------------------------------------------------------
MONTHLY ANNUAL MONTHLY ANNUAL
- --------------------------------------------------------------------------------
Male, age 25 $26.00 $283.25 $ 92.00 $1,043.00
at issue
- --------------------------------------------------------------------------------
Female, age 35 $31.00 $342.75 $112.00 $1,281.00
at issue
- --------------------------------------------------------------------------------
Male, age 40 $43.25 $484.50 $161.00 $1,848.00
at issue
- --------------------------------------------------------------------------------

There is a grace period of 31 days for each premium except the first one. During
the grace period, the Contract will continue in effect. A Contract will lapse if
a premium has not been paid by the end of the grace period. Upon lapse, the
Contract owner will have several options. These may include continuing the
amount of insurance coverage in effect on the due date of the unpaid premium,
less any Contract debt, for a fixed period, continuing a lesser amount of
insurance for the lifetime of the insured, or surrender of the Contract for its
net cash value. See OPTIONS ON LAPSE, page 19.

PREMIUM ADJUSTMENT

If the insured dies during the grace period before the premium is paid, the
portion of the unpaid premium that covers the period from the due date to the
date of death will be deducted from the death benefit. If the insured dies while
no premium is in default, Pruco Life of New Jersey will increase the death
benefit by the portion of the last premium that covers the period subsequent to
the date of death.

ALLOCATION OF PREMIUMS

Net premium payments--that is, the amount of the premiums less the deductions
described below in items 1 through 5 under CHARGES AND EXPENSES--will be placed
when due (not when received) in one or more subaccounts of the Account and/or
the Real Property Account, as directed by the Contract owner. Any premium
payments

<PAGE>

received prior to the due date will be held in Pruco Life of New Jersey's
general account, and the net premium will not be credited to the subaccounts
selected by a Contract owner until the due date. Provided no premium is overdue,
the Contract owner may change the way in which premiums are allocated, beginning
on the next premium due date, by giving written notice to the Pruco Life of New
Jersey Home Office stated in the Contract. Contract owners may also change the
way in which premiums are allocated, beginning on the next premium due date, by
telephoning their Pruco Life of New Jersey Home Office, once they have completed
a written telephone transfer authorization form. There is no charge for
reallocating future net premiums. If any portion of a net premium is allocated
to a particular investment option, that portion must be at least 10% on the date
the allocation takes effect. All percentage allocations must be in whole
numbers. For example, 33% can be selected but 33 1/3% cannot.

CHARGES AND EXPENSES

Every charge made by Pruco Life of New Jersey under the Contract is described
below.

1. If premiums are paid annually, there is an annual administrative charge of
$30 for administrative expenses incurred, among other things, for billing,
collecting premiums, processing claims, paying cash values, making Contract
changes, keeping records, and communicating with Contract owners. If
premiums are paid more frequently, the annual administrative charge will be
higher to reflect the additional expense incurred in collecting and
processing more frequent premiums. The charge will be $32 if premiums are
paid semi-annually, $36 if premiums are paid quarterly, and $48 if premiums
are paid monthly. During 1995 and 1994, Pruco Life of New Jersey received a
total of approximately $1,579,409 and $1,679,328, respectively, in annual
administrative charges.

2. There is a one-time administrative charge in the first Contract year which,
if premiums are payable annually, will not be more than $5 for each $1,000
of face amount. (To compensate for the loss of interest when premiums are
paid on other than an annual basis, this charge will be slightly higher.
The charge upon each premium will be $2.52 for each $1,000 of face amount
if premiums are paid semi-annually, $1.27 if paid quarterly, and $0.43 if
paid monthly.) The one-time administrative charge covers the cost of
processing applications, conducting medical examinations, determining
insurability and the insured's risk class, and establishing Contract
records. The charge will be reduced for certain Contracts issued upon young
insureds because making the full $5 per $1,000 charge would result in a
cash value of zero throughout the first year of the Contract. During 1995
and 1994, Pruco Life of New Jersey did not receive any one-time
administrative charges.

3. There is a charge to compensate Pruco Life of New Jersey for the cost of
selling the Contract. This cost includes sales commissions, advertising,
and the printing of prospectuses and sales literature. This charge is
generally called the "sales load." It is not more than 30% of the basic
premium (defined below) in the first Contract year, not more than 10% of
the basic premium in the second year, and not more than 9% of the sum of
the basic premiums to be paid in the first 20 years. Also, in any year it
is never more than in a prior year. The basic premium is what the gross
annual premium for the Contract, less the annual administrative charge,
would be if the insured were in the standard rating class and if the
Contract had no optional insurance benefits. During 1995 and 1994, Pruco
Life of New Jersey received a total of approximately $1,530,590 and
$1,654,941 respectively, in sales load charges.

4. There is a premium tax charge of 2% of each basic premium. Pruco Life of
New Jersey may collect more for this charge than it actually pays for
premium taxes. During 1995 and 1994, Pruco Life of New Jersey received a
total of approximately $307,278 and $331,560, respectively, in charges for
payment of such taxes.

5. There is a charge of not more than 1.2% of each basic premium to compensate
Pruco Life of New Jersey for the risk that an insured may die at a time
when the death benefit exceeds the benefit that would have been payable in
the absence of a minimum guarantee. During 1995 and 1994, Pruco Life of New
Jersey received a total of approximately $184,367 and $198,936,
respectively, for this risk charge.

When premiums are paid more frequently than annually, these charges will be
deducted proportionately from each premium payment.

If there is an extra premium for optional insurance benefits or for an
extra mortality risk, or if there is a premium discount because the insured
is in the preferred rating class, the amount allocated to the separate
account will be equal to the amount that would have been allocated if the
insured had been in the standard rating class and there were no optional
insurance benefits.

6. Apart from the deductions from gross premiums just described, the amounts
held in the Account and/or the Real Property Account attributable to each
Contract are subject to a mortality charge and are reduced once a month to
compensate Pruco Life of New Jersey for the anticipated cost of paying
death benefits to the

<PAGE>

beneficiaries of those persons who die during that period. The amount of
this reduction is based on the assumption that actual mortality will be
accurately predicted by the 1980 Commissioner's Standard Ordinary Mortality
Table (the "1980 CSO Table") and is the maximum mortality charge that can
be made under the Contract. However, if Pruco Life of New Jersey determines
that a lesser amount than that called for by this mortality table will be
adequate to defray the anticipated cost of paying such death benefits, a
lesser monthly reduction may be made.

7. There is also a daily charge to the Account and/or the Real Property
Account for the mortality and expense risks that Pruco Life of New Jersey
assumes. This charge is made daily at an effective annual rate of up to
0.35% of the value of the Account's and/or the Real Property Account's
assets. The mortality risk assumed is that insureds may live for a shorter
period of time than that predicted by the 1980 CSO Table. The expense risk
assumed is that expenses incurred in issuing and administering the
Contracts will be greater than Pruco Life of New Jersey estimated. Pruco
Life of New Jersey will realize a gain from this charge to the extent it is
not needed to provide benefits and pay expenses under the Contracts. During
1995 and 1994, Pruco Life of New Jersey received a total of approximately
$406,290 and $359,093, respectively, in mortality and expense risk charges.

The deductions and charges described above will not be increased by Pruco
Life of New Jersey with respect to any Contract in effect regardless of any
changes in longevity or increases in expenses.

The earnings of the Account are taxed as part of the operations of Pruco
Life of New Jersey. No charge is being made currently to the Account for
Company federal income taxes. Pruco Life of New Jersey will review the
question of a charge to the Account for Company federal income taxes
periodically. Such a charge may be made in future years for any federal
income taxes that would be attributable to the Contracts.

Under current laws Pruco Life of New Jersey may incur state and local taxes
(in addition to premium taxes) in several states. At present, these taxes
are not significant and they are not charged against the Contracts or the
Account. If there is a material change in applicable state or local tax
laws, the imposition of any such taxes upon Pruco Life of New Jersey that
are attributable to the Account may result in a corresponding charge
against the Account.

The Account purchases shares of the Series Fund at net asset value. The net
asset value of those shares reflects management fees and expenses already
deducted from the assets of the Series Fund. The fees and expenses for the
Series Fund are briefly described under THE PRUDENTIAL SERIES FUND, INC. on
page 3 in connection with a general description of the Series Fund. More
detailed information is contained in the attached prospectus for the Series
Fund and its statement of additional information.

TRANSFERS

Provided no premium is overdue or if the Contract is in force as variable
reduced paid-up insurance (see OPTIONS ON LAPSE, page 19), the owner may, up to
four times in each Contract year, transfer amounts from one subaccount to
another subaccount or to the Real Property Account. All or a portion of the
amount credited to a subaccount may be transferred. Transfers to and from the
Real Property Account are subject to restrictions described in the prospectus
for that investment option.

Transfers among subaccounts or to the Real Property Account will take effect as
of the end of the valuation period in which a proper transfer request is
received at a Pruco Life of New Jersey Home Office. The "valuation period" means
the period of time from one determination of the value of the amount invested in
a subaccount to the next. Such determinations are made when the net asset values
of the portfolios of the Series Fund are calculated, which is generally at 4:15
p.m. New York City time on each day during which the New York Stock Exchange is
open. The request may be in terms of dollars, such as a request to transfer
$10,000 from one subaccount to another, or may be in terms of a percentage
reallocation among subaccounts. In the latter case, as with premium
reallocations, the percentages must be in whole numbers. The Contract owner may
transfer amounts by proper written notice to a Pruco Life of New Jersey Home
Office, or by telephone, provided the Contract owner is enrolled to use the
Telephone Transfer System. Contract owners will automatically be enrolled to use
the Telephone Transfer System unless they elect not to have this privilege.
Pruco Life of New Jersey has adopted procedures designed to ensure that requests
by telephone are genuine. The Company will not be held liable for following
telephone instructions that it reasonably believes to be genuine. Pruco Life of
New Jersey cannot guarantee that owners will be able to get through to complete
a telephone transfer during peak periods such as periods of drastic economic or
market change.

<PAGE>

HOW A CONTRACT'S DEATH BENEFIT WILL VARY

Although a Contract's death benefit can never be less than the Contract's
guaranteed minimum amount (assuming no outstanding Contract debt or premium in
default), it will change on the first day of each Contract month after the first
month by an amount that depends on the investment performance of the subaccounts
and/or the Real Property Account in which the Contract participates. The first
Contract month starts on the Contract date. When the first premium is paid with
the application, the Contract date is ordinarily the later of the date of the
application or the date of any medical examination. If the first premium is not
paid with the application, the Contract date is ordinarily 2 or 3 days after the
application is approved by Pruco Life of New Jersey so that it either coincides
with or is prior to the date on which the first premium is paid. For the purpose
of calculating benefits, the initial net premium is deemed to be placed in the
Account on the Contract date. Each succeeding Contract month starts on the same
date in the month as the Contract date. The first day of each Contract month is
called the "Monthly date."

To simplify the following discussion, it is assumed that all of the net premiums
under a Contract have been allocated to a single subaccount. If the value of the
assets relating to the Contract held in the subaccount has increased due to
investment performance during the Contract month at greater than a 4% annual
rate, the Contract's death benefit will increase on the first day of the next
Contract month; if the value of these assets decreases or increases at less than
a 4% annual rate, the death benefit will decrease (but not below the guaranteed
minimum amount). The reason the assets of the subaccount relating to a Contract
must increase from one Monthly date to the next at a rate of more than 4% a year
in order for the death benefit to increase is that Pruco Life of New Jersey, in
determining the premiums for the Contract, has assumed that the value of the
assets will increase due to investment performance at a rate of 4% a year.

The exact amount by which the death benefit changes is determined by an
actuarial computation that is based, among other things, upon the age and sex
(except where unisex rates apply) of the insured, the size of the Contract, and
the number of years it has been in effect, as well as by the investment results
of the subaccount in which the Contract participates. In general, a change in
the dollar value of a subaccount's assets due to investment results will produce
a larger change in the death benefit for a younger insured than for an older
insured and a slightly larger change for a female insured than for a male.

Because the assets relating to a Contract tend to grow as net premiums are paid,
the dollar change in the death benefit will tend to be greater for a Contract
that has been in effect for a long time than for one that has been in effect for
a short time, despite the fact that the insured is older.

Illustrations of how the death benefit for representative Contracts will vary
over extended periods, assuming several different uniform investment results,
are included in tables on pages T1 and T2 and on pages C1 and C2 of this
prospectus. The death benefits shown are calculated upon the assumption that the
maximum mortality charges specified by the 1980 CSO Table are made throughout
the life of the Contract. The examples set forth below illustrate death benefits
calculated upon a maximum mortality charge assumption. These examples also
assume a total Series Fund expense ratio of 0.52% (taking into account the
offsets described under THE PRUDENTIAL SERIES FUND, INC. on page 3).

The following two examples show, for the same Contracts, how the death benefit
will vary over a selected year for two hypothetical investment results that are
different from those shown in the tables and thus provide additional
comparisons.

Example No. 1. Contract with $50,000 guaranteed death benefit and annual
premiums in effect for 18 years, during which the value of the assets in the
subaccount increased due to investment performance at a uniform rate of 7.13%
per year. In the 19th year the value of the assets increases at a uniform rate
of 8.13%. (These percentages correspond to gross annual investment returns in
the corresponding Series Fund portfolio of 8% and 9% per year, respectively.)

<PAGE>

--------------------------------------------
MAXIMUM MORTALITY CHARGE
ASSUMPTION
--------------------------------------------
DEATH BENEFIT DEATH BENEFIT
INSURED END OF YEAR 18 END OF YEAR 19
--------------------------------------------
Male, age 25 $59,371 $60,837
at issue
--------------------------------------------
Male, age 40 $60,494 $62,104
at issue
--------------------------------------------

Example No. 2. Same assumptions as in Example No. 1 except that the value of the
assets increases by 1.13% in the 19th year. (This percentage corresponds to a
gross annual investment return in the corresponding Series Fund portfolio of
2%.)

--------------------------------------------
MAXIMUM MORTALITY CHARGE
ASSUMPTION
--------------------------------------------
DEATH BENEFIT DEATH BENEFIT
INSURED END OF YEAR 18 END OF YEAR 19
--------------------------------------------
Male, age 25 $59,371 $58,352
at issue
--------------------------------------------
Male, age 40 $60,494 $59,375
at issue
--------------------------------------------

In these examples the changes are slightly greater for the Contract issued on
the older insured because the premiums for a $50,000 Contract issued at age 40
are greater than those for one issued at age 25, and the dollar amount of the
increase resulting from a 7.13% compounded return upon the assets in the Account
relating to the Contract on the older insured is therefore larger. The changes
in the death benefit are greater even though the increase or decrease in the
death benefit resulting from a $1 change in the assets relating to the Contract
is greater for a younger insured.

Example No. 3. This example and the one following provide information for a
Contract with an $800 annual premium, in effect for 18 years, during which the
value of the assets in the subaccount increased due to investment performance at
a uniform rate of 7.13% per year. In the 19th year the value of the assets
increases at a uniform rate of 8.13%. (These percentages correspond to gross
annual investment returns in the corresponding Series Fund portfolio of 8% and
9% per year, respectively.)

-----------------------------------------------------------
MAXIMUM MORTALITY CHARGE ASSUMPTION
-----------------------------------------------------------
GUARANTEED Death Benefit Death Benefit
INSURED DEATH BENEFIT End of Year 18 End of Year 19
-----------------------------------------------------------
Male, age 25 $76,012 $90,258 $92,487
at issue
-----------------------------------------------------------
Male, age 40 $42,354 $51,243 $52,607
at issue
-----------------------------------------------------------

Example No. 4. Same assumptions as Example No. 3 except that the value of the
assets increases by 1.13% in the 19th year. (This percentage corresponds to a
gross annual investment return in the corresponding Series Fund portfolio of
2%.)

<PAGE>

-----------------------------------------------------------
MAXIMUM MORTALITY CHARGE ASSUMPTION
-----------------------------------------------------------
GUARANTEED Death Benefit Death Benefit
INSURED DEATH BENEFIT End of Year 18 End of Year 19
-----------------------------------------------------------
Male, age 25 $76,012 $90,258 $88,709
at issue
-----------------------------------------------------------
Male, age 40 $42,354 $51,243 $50,295
at issue
-----------------------------------------------------------

These examples show how the same investment results affect the death benefit
more significantly for a younger insured.

If the assets in the subaccount in which the Contract participates have earned
less than 4%, and the death benefit accordingly equals the guaranteed minimum
amount, Pruco Life of New Jersey will keep a record of what the death benefit
would have been had there not been a guaranteed minimum. If later investment
results are favorable, that is if the value of the assets in the subaccount
later increases at a rate greater than 4% a year, the death benefit will not
become more than the guaranteed minimum amount until the earlier unfavorable
investment results have been offset. For example, suppose for the first 3 years
the value of the assets in the subaccount increases due to investment
performance at only a rate of 2% per year. The death benefit will nevertheless
remain at the guaranteed minimum amount. If the value of the assets increases at
a rate of 8% in the fourth year, this might not be enough to offset the earlier
unfavorable investment results. If so, the death benefit will not increase.

For further information, see the tables on pages T1 and T2. They show for
various insureds how a Contract's death benefit and cash value will change if
the gross investment return in the selected Series Fund portfolio[s] is 0%, 4%
or 8%. In addition, the tables on pages C1 and C2 show, for various insureds,
how a Contract's death benefit and cash value will change if the gross
investment return is 0%, 6% or 12%. The registration statement of the Account on
file with the SEC contains a full and precise description of how the death
benefit and cash value of a Contract are determined.

HOW A CONTRACT'S CASH VALUE WILL VARY

A variable life insurance Contract has a net cash value which the owner may get
by surrender of the Contract while the insured is living. Unlike traditional
fixed-benefit whole-life insurance, however, a Contract's cash value is not
known in advance even if it is assumed that premiums are paid when due, because
it varies daily with the investment performance of the subaccount[s] and/or the
Real Property Account in which the Contract participates.

A Contract's value upon surrender is its "net cash value," which is the cash
value less any outstanding Contract debt. See CONTRACT LOANS, page 16. The
following discussion of cash values assumes that there is no Contract debt, that
no premium is in default, and that the net premiums have all been allocated to a
single subaccount.

During the early months of the first Contract year, the cash value will be very
small or zero because of the charges made in connection with issuance of the
Contract. On the Contract date the cash value is equal to the first net premium,
unless, as may be the case throughout the first Contract year, there are unpaid
issue charge installments which reduce the cash value. Thereafter, the cash
value on every Monthly date will be equal to the cash value on the preceding
Monthly date increased or decreased by the change in the value of the assets
relating to the Contract, less the amount Pruco Life of New Jersey needs to
provide for the death benefit for the period between the two dates. If a premium
is due and paid on a Monthly date, the cash value on that date is further
increased by the amount of the net premium. The cash value between Monthly dates
is computed in a similar way.

While the death benefit increases if the value of the assets in the subaccount
increases at a rate of more than 4% a year, the investment performance needed to
produce an increase in the cash value cannot be stated in advance. It is
different for insureds of different age and sex (except where unisex rates
apply) at issue. It is also different for Contracts on comparable insureds if
those Contracts have been in effect for different lengths of time. Moreover, the
crediting of the net premium on the due date (even if it has not yet been paid)
does not result in any change in the death benefit, while the cash value is
assumed to increase by exactly the amount of the net premium. But if the net
premium is not paid before the end of the grace period, or if the Contract is
surrendered before then, the cash value is adjusted downward to take into
account the failure to pay the premium on the due date.

The tables on pages T1 and T2 and on pages C1 and C2 of this prospectus
illustrate what the cash values would be for representative Contracts over
extended periods, assuming uniform investment results, together with information
about the aggregate premiums paid under these Contracts. As is the case for
death benefit illustrations (see HOW A CONTRACT'S DEATH BENEFIT WILL VARY, page
9), such tables show cash values calculated upon maximum

<PAGE>

mortality assumptions. The examples set forth below assume a total Series Fund
expense ratio of 0.52% (taking into account the offsets described under THE
PRUDENTIAL SERIES FUND, INC. on page 3).

The following two examples show, for the same Contracts, how the cash values
will vary over a selected year for two hypothetical investment results that are
different from those shown in the tables.

-------------------------------------------
MAXIMUM MORTALITY CHARGE
ASSUMPTION
-------------------------------------------
CASH VALUE CASH VALUE
INSURED END OF YEAR 18 END OF YEAR 19
-------------------------------------------
Male, age 25 $11,825 $13,075
at issue
-------------------------------------------
Male, age 40 $20,049 $22,023
at issue
-------------------------------------------

-------------------------------------------
MAXIMUM MORTALITY CHARGE
ASSUMPTION
-------------------------------------------
CASH VALUE CASH VALUE
INSURED END OF YEAR 18 END OF YEAR 19
-------------------------------------------
Male, age 25 $11,825 $12,225
at issue
-------------------------------------------
Male, age 40 $20,049 $20,585
at issue
-------------------------------------------

The changes are greater for the older insured because the premiums (and hence
the assets in the Account relating to the Contract on that insured) are greater
and the same rate of increase therefore produces a greater dollar amount.

Example No. 3. This example and the one following provide information for a
Contract with an $800 annual premium, in effect for 18 years, during which time
the value of the assets in the subaccount increased due to investment
performance at a uniform rate of 7.13% per year. In the 19th year the value of
the assets increases at a uniform rate of 8.13%. (These percentages correspond
to gross annual investment returns in the corresponding Series Fund portfolio of
8% and 9% per year, respectively.)

--------------------------------------------
MAXIMUM MORTALITY CHARGE
ASSUMPTION
--------------------------------------------
CASH VALUE CASH VALUE
INSURED END OF YEAR 18 END OF YEAR 19
--------------------------------------------
Male, age 25 $17,976 $19,878
at issue
--------------------------------------------
Male, age 40 $16,983 $18,655
at issue
--------------------------------------------

<PAGE>

Example No. 4. Same assumptions as in Example No. 3 except that the value of the
assets increases by 1.13% in the 19th year. (This percentage corresponds to a
gross annual investment return in the corresponding Series Fund portfolio of
2%.)

--------------------------------------------
MAXIMUM MORTALITY CHARGE
ASSUMPTION
--------------------------------------------
CASH VALUE CASH VALUE
INSURED END OF YEAR 18 END OF YEAR 19
--------------------------------------------
Male, age 25 $17,976 $18,585
at issue
--------------------------------------------
Male, age 40 $16,983 $17,437
at issue
--------------------------------------------

The last two examples might be compared with Examples No. 3 and 4 above. Note
that while the same premium results in a larger death benefit for the younger
insured, the cash values for the younger and older insureds are quite similar.
Note also that while the death benefit decreases if the investment return is
1.13% per year, the cash value increases.

Because a substantial part of each premium is used to provide life insurance
protection, the cash values cannot meaningfully be compared with the amounts
that would have been available had the gross premiums been invested without
obtaining life insurance protection.

SURRENDER OF A CONTRACT FOR ITS NET CASH VALUE

A Contract may be surrendered in whole or in part for its net cash value while
the insured is living. Surrendering a Contract in part involves splitting the
Contract into two Contracts. One is surrendered for its net cash value; the
other is continued in force on the same terms as the original Contract except
that premiums and values will be appropriately reduced. The Contract continued
must have a face amount of at least $25,000, and its premium will be based on
the new face amount. Surrender of all or part of a Contract may have tax
consequences. See TAX TREATMENT OF CONTRACT BENEFITS, page 17.

To surrender a Contract in whole or in part, the owner must deliver or mail it,
together with a written request in a form that meets Pruco Life of New Jersey's
needs, to a Pruco Life of New Jersey Home Office. The net cash value of a
surrendered Contract will be determined as of the valuation period such notice
is received in the Pruco Life of New Jersey Home Office.

WITHDRAWAL OF A PORTION OF A CONTRACT'S NET CASH VALUE

Pruco Life of New Jersey will permit a Contract owner to withdraw a portion of
the Contract's net cash value (generally that resulting from investment
performance in excess of 4% a year) without surrendering the Contract, provided
that the death benefit is reduced by the amount of paid-up whole life insurance
that the cash value withdrawn would have purchased for that Contract owner, and
that the guaranteed minimum death benefit is reduced so that the difference
between the death benefit and the guaranteed minimum death benefit is the same
percentage of cash value after the withdrawal as before. The right to withdraw
such excess net cash value may be usefully compared with a partial surrender. As
noted above, a partial surrender essentially involves splitting an existing
Contract into two Contracts and surrendering one for its net cash value; the
death benefit, the guaranteed minimum death benefit, and the cash value of the
continuing Contract will all be proportionately reduced and a new lower
scheduled premium will henceforth be payable. If a Contract owner elects to
withdraw excess cash value, the scheduled premium is not reduced. The cash value
is, of course, reduced by exactly the amount of the withdrawal. Both the death
benefit and the guaranteed minimum death benefit are also reduced but by a
lesser amount than they would be under a partial surrender. It is important to
note, however, that if the face amount is decreased at any time during the first
7 Contract years, the Contract might be classified as a Modified Endowment
Contract. For a brief discussion of the potential tax consequences of a Contract
owner's withdrawal of the excess cash value, see TAX TREATMENT OF CONTRACT
BENEFITS, page 17.

Upon request, Pruco Life of New Jersey will tell a Contract owner the amount of
the net cash value that may be withdrawn in this manner and the amount of the
corresponding reductions in the death benefit and guaranteed minimum death
benefit for that or any lesser amount of cash value withdrawn. A Contract owner
is able to exercise the right to withdraw a portion of the Contract's cash value
either on an isolated or occasional basis or automatically every year, to the
extent investment performance warrants, for the purpose of applying partial cash

<PAGE>

value withdrawals toward the payment of premiums on the Contract. To exercise
this right, a Contract owner must deliver or mail a written request in a form
that meets Pruco Life of New Jersey's needs to a Pruco Life of New Jersey Home
Office.

WHEN PROCEEDS ARE PAID

Pruco Life of New Jersey will generally pay any death benefit, cash value or
loan proceeds within 7 days after receipt at a Pruco Life of New Jersey Home
Office of all the documents required for such a payment. Other than the death
benefit, which is determined as of the date of death, the amount will be
determined as of the end of the valuation period in which the necessary
documents are received. However, Pruco Life of New Jersey may delay payment of
proceeds from the subaccount[s] and the variable portion of the death benefit
due under the Contract if the disposal or valuation of the Account's assets is
not reasonably practicable because the New York Stock Exchange is closed for
other than a regular holiday or weekend, trading is restricted by the SEC or the
SEC declares that an emergency exists.

With respect to a Contract in force as extended term or fixed reduced paid-up
insurance, Pruco Life of New Jersey expects to pay any cash value promptly upon
request. However, Pruco Life of New Jersey has the right to delay payment of
such cash value for up to 6 months (or a shorter period if required by
applicable law). Pruco Life of New Jersey will pay interest of at least 3% a
year if it delays such a payment for 30 days or more (or a shorter period if
required by applicable law).

LIVING NEEDS BENEFIT

Contract applicants may elect to add the LIVING NEEDS BENEFIT(SM) to their
Contracts at issue, subject to Pruco Life of New Jersey's receipt of
satisfactory evidence of insurability. The benefit may vary state-by-state. It
can generally be added only to Contracts of $50,000 or more or when the
aggregate face amounts of the insured's eligible contracts equal $50,000 or
more.

The LIVING NEEDS BENEFIT allows the Contract owner to elect to receive an
accelerated payment of all or part of the Contract's death benefit, adjusted to
reflect current value, at a time when certain special needs exist. The adjusted
death benefit will always be less than the death benefit, but will generally be
greater than the Contract's cash surrender value. Depending upon state
regulatory approval, one or both of the following options may be available. A
Pruco Life of New Jersey representative should be consulted as to whether
additional options may be available.

Terminal Illness Option. This option is available if the insured is diagnosed as
terminally ill with a life expectancy of 6 months or less. When satisfactory
evidence is provided, Pruco Life of New Jersey will provide an accelerated
payment of the portion of the death benefit selected by the Contract owner as a
LIVING NEEDS BENEFIT. The Contract owner may (1) elect to receive the benefit in
a single sum or (2) receive equal monthly payments for 6 months. If the insured
dies before all of the payments have been made, the present value of the
remaining payments will be paid to the beneficiary designated in the Living
Needs Benefit claim form in a single sum.

Nursing Home Option. This option is available after the insured has been
confined to an eligible nursing home for 6 months or more. When satisfactory
evidence is provided, including certification by a licensed physician, that the
insured is expected to remain in the nursing home until death, Pruco Life of New
Jersey will provide an accelerated payment of the portion of the death benefit
selected by the Contract owner as a LIVING NEEDS BENEFIT. The Contract owner may
(1) elect to receive the benefits in a single sum or (2) receive equal monthly
payments for a specified number of years (not more than 10 nor less than 2),
depending upon the age of the insured. If the insured dies before all of the
payments have been made, the present value of the remaining payments will be
paid to the beneficiary designated in the Living Needs Benefit claim form in a
single sum.

All or part of the Contract's death benefit may be accelerated under the LIVING
NEEDS BENEFIT. If the benefit is only partially accelerated, a death benefit of
at least $25,000 must remain under the Contract. Pruco Life of New Jersey
reserves the right to determine the minimum amount that may be accelerated.

The LIVING NEEDS BENEFIT is available only in jurisdictions where and to the
extent regulatory approval has been obtained. If desired by a Contract owner,
the benefit must be requested on the Contract's application. There is no charge
for adding the benefit to the Contract. However, an administrative charge (not
to exceed $150) will be made at the time the LIVING NEEDS BENEFIT is paid.

No benefit will be payable if the Contract owner is required to elect it in
order to meet the claims of creditors or to obtain a government benefit. Pruco
Life of New Jersey can furnish details about the amount of LIVING NEEDS BENEFIT
that is available to an eligible Contract owner under a particular Contract, and
the adjusted premium payments that would be in effect if less than the entire
death benefit is accelerated.

<PAGE>

The Contract owner should consider whether adding this settlement option is
appropriate in his or her given situation. Adding the LIVING NEEDS BENEFIT to
the Contract has no adverse consequences; however, electing to use it could.
Contract owners should consult a qualified tax advisor before electing to
receive this benefit. Unlike a death benefit received by a beneficiary after the
death of an insured, receipt of a LIVING NEEDS BENEFIT payment may give rise to
a federal or state income tax. Receipt of LIVING NEEDS BENEFIT payment may also
affect a Contract owner's eligibility for certain government benefits or
entitlements.

ILLUSTRATIONS OF CASH VALUES, DEATH BENEFITS, AND ACCUMULATED PREMIUMS

The following tables have been prepared to help show how values under the
Contract change with investment performance of the Account. The tables assume
that no portion of the Contract's cash value is allocated to the Real Property
Account. The tables illustrate how cash values and death benefits of Contracts
with a given premium and face amount issued on an insured of a given age would
vary over time if the return on the assets held in the selected Series Fund
portfolios were a uniform, gross, after-tax, annual rate of 0%, 4% or 8%. The
death benefits and cash values would be different from those shown if the
returns averaged 0%, 4%, and 8% but fluctuated over and under those averages
throughout the years.

The death benefits and cash values shown in the tables are calculated upon the
assumption that the maximum mortality charges specified by the 1980 CSO Table
will be made throughout the life of the Contract.

The amounts shown for the death benefit and cash value as of each Contract year
reflect the fact that the net investment return on the assets held in the
subaccounts is lower than the gross, after-tax return of the portfolios. This is
because the tables assume a total Series Fund expense ratio of 0.52% (taking
into account the offsets described under THE PRUDENTIAL SERIES FUND, INC. on
page 3), and also reflect a daily mortality and expense risk charge to the
Account equal to an effective annual charge of 0.35%. The actual fees and
expenses of the portfolios associated with a particular Contract may be more or
less than 0.52% and will depend on which subaccounts are selected. Based on the
above assumptions, gross annual rates of return of 0%, 4%, and 8% correspond to
approximate net annual rates of return of -0.87%, 3.13%, and 7.13%.

The tables reflect the fact that no charges for federal or state income taxes
are currently made against the Account. If such a charge is made in the future,
it will take a higher gross rate of return to produce after-tax returns of 0%,
4% or 8% than it does now.

The second column of each table shows what results would be achieved if an
amount equal to the total annual premium were invested to earn 4% interest
compounded annually.

Upon request, Pruco Life of New Jersey will furnish a comparable illustration
based on the proposed insured's age and sex (except where unisex rates apply)
and on the face amount or premium amount requested. Such an illustration will
assume that the insured is a standard (or, on request, a preferred) risk and
that the premium will be paid on an annual basis.

Additional illustrations that assume the gross annual investment return is 0%,
6%, and 12% can be found on pages C1 and C2. These percentages correspond to
approximate net annual rates of return of -0.87%, 5.13%, and 11.13%,
respectively.

<PAGE>

<TABLE>
<CAPTION>
ILLUSTRATIONS
-------------

VARIABLE LIFE INSURANCE CONTRACT
MALE ISSUE AGE 25
$50,000 GUARANTEED DEATH BENEFIT
$536.50 ANNUAL PREMIUM FOR STANDARD UNDERWRITING RISK (1)
USING MAXIMUM CONTRACTUAL MORTALITY CHARGES

DEATH BENEFIT (2) CASH VALUE (2)
---------------------------------------------- ----------------------------------------------
ASSUMING HYPOTHETICAL GROSS (AND NET) ASSUMING HYPOTHETICAL GROSS (AND NET)
PREMIUMS ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
END OF ACCUMULATED ---------------------------------------------- ----------------------------------------------
POLICY AT 4% INTEREST 0% GROSS 4% GROSS 8% GROSS 0% GROSS 4% GROSS 8% GROSS
YEAR PER YEAR (-0.87% NET) (3.13% NET) (7.13% NET) (-0.87% NET) (3.13% NET) (7.13% NET)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 558 $50,000 $50,000 $ 50,012 $ 22 $ 25 $ 28
2 $ 1,138 $50,000 $50,000 $ 50,080 $ 376 $ 396 $ 416
3 $ 1,742 $50,000 $50,000 $ 50,206 $ 729 $ 781 $ 834
4 $ 2,369 $50,000 $50,000 $ 50,391 $1,079 $ 1,177 $ 1,281
5 $ 3,022 $50,000 $50,000 $ 50,635 $1,436 $ 1,596 $ 1,771
6 $ 3,701 $50,000 $50,000 $ 50,939 $1,789 $ 2,027 $ 2,293
7 $ 4,407 $50,000 $50,000 $ 51,303 $2,139 $ 2,470 $ 2,850
8 $ 5,141 $50,000 $50,000 $ 51,728 $2,483 $ 2,925 $ 3,445
9 $ 5,905 $50,000 $50,000 $ 52,214 $2,823 $ 3,391 $ 4,078
10 $ 6,699 $50,000 $50,000 $ 52,761 $3,157 $ 3,868 $ 4,751
15 $11,172 $50,000 $50,000 $ 56,422 $4,723 $ 6,404 $ 8,789
20 $16,615 $50,000 $50,000 $ 61,659 $6,076 $ 9,144 $14,148
25 $23,237 $50,000 $50,000 $ 68,545 $7,205 $12,064 $21,198
30 $31,293 $50,000 $50,000 $ 77,201 $8,086 $15,103 $30,362
40 (AGE 65) $53,020 $50,000 $50,000 $100,497 $8,987 $21,101 $56,699

</TABLE>

(1) IF PREMIUMS ARE PAID MORE FREQUENTLY THAN ANNUALLY, THE PAYMENTS WOULD BE
$274.50 SEMI-ANNUALLY, $139.50 QUARTERLY OR $48 MONTHLY. THE DEATH BENEFITS
AND CASH VALUES WOULD BE SLIGHTLY DIFFERENT FOR A CONTRACT WITH MORE
FREQUENT PREMIUM PAYMENTS.

(2) ASSUMES NO CONTRACT LOAN HAS BEEN MADE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING INTEREST RATES, AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A CONTRACT WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 4%, AND 8% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
CONTRACT YEARS. NO REPRESENTATIONS CAN BE MADE BY PRUCO LIFE OF NEW JERSEY OR
THE SERIES FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

<TABLE>
<CAPTION>
VARIABLE LIFE INSURANCE CONTRACT
MALE ISSUE AGE 40
$50,000 GUARANTEED DEATH BENEFIT
$939 ANNUAL PREMIUM FOR STANDARD UNDERWRITING RISK (1)
USING MAXIMUM CONTRACTUAL MORTALITY CHARGES

<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 977 $50,000 $50,000 $50,029 $ 197 $ 208 $ 219
2 $ 1,992 $50,000 $50,000 $50,120 $ 815 $ 863 $ 912
3 $ 3,048 $50,000 $50,000 $50,273 $ 1,416 $ 1,526 $ 1,641
4 $ 4,147 $50,000 $50,000 $50,487 $ 2,001 $ 2,198 $ 2,409
5 $ 5,289 $50,000 $50,000 $50,768 $ 2,640 $ 2,953 $ 3,296
6 $ 6,477 $50,000 $50,000 $51,116 $ 3,262 $ 3,717 $ 4,230
7 $ 7,713 $50,000 $50,000 $51,531 $ 3,867 $ 4,493 $ 5,215
8 $ 8,998 $50,000 $50,000 $52,012 $ 4,454 $ 5,278 $ 6,254
9 $10,335 $50,000 $50,000 $52,559 $ 5,024 $ 6,073 $ 7,349
10 $11,725 $50,000 $50,000 $53,174 $ 5,576 $ 6,877 $ 8,503
15 $19,554 $50,000 $50,000 $57,244 $ 8,032 $10,985 $15,210
20 $29,080 $50,000 $50,000 $63,004 $ 9,939 $15,129 $23,667
25 (AGE 65) $40,670 $50,000 $50,000 $70,524 $11,287 $19,187 $34,194

</TABLE>

(1) IF PREMIUMS ARE PAID MORE FREQUENTLY THAN ANNUALLY, THE PAYMENTS WOULD BE
$479.50 SEMI-ANNUALLY, $243 QUARTERLY OR $82.50 MONTHLY. THE DEATH BENEFITS
AND CASH VALUES WOULD BE SLIGHTLY DIFFERENT FOR A CONTRACT WITH MORE
FREQUENT PREMIUM PAYMENTS.

(2) ASSUMES NO CONTRACT LOAN HAS BEEN MADE.

<PAGE>

CONTRACT LOANS

After the first Contract year, the owner may borrow from Pruco Life of New
Jersey using the Contract as the only security for the loan. During the first
Contract year, no loans are permitted. Except as provided in the following
paragraph, after the first Contract year a Contract owner may borrow up to 75%
of the Contract's cash value. The minimum amount that may be borrowed at any one
time is $500, except that a smaller amount may be borrowed if used to pay
premiums on the Contract. The owner who is paying premiums other than monthly
may elect in advance to have Pruco Life of New Jersey automatically make a loan
against the Contract, if the net cash value is large enough, in order to pay a
premium that has not been paid at the end of a grace period.

Under one of the loan provisions available under this Contract, interest on a
loan accrues daily at a fixed effective annual rate of 5.5%. However, if a
Contract owner so desires, and if Pruco Life of New Jersey has received any
required approvals from the regulatory officials in the state or other
jurisdiction in which the Contract is to be issued, the Contract owner may elect
at the time of issuance of the Contract to have a different loan provision in
the Contract under which the interest rate will vary from time to time. Under
this variable loan interest rate provision, a Contract owner may borrow up to
90% of the Contract's cash value after the first Contract year.

If an owner elects the variable loan interest rate provision, interest on any
loan will accrue daily at an effective annual rate Pruco Life of New Jersey
determines at the start of each Contract year (instead of at the fixed 5.5%
rate). This interest rate will not exceed the greatest of: (1) the "Published
Monthly Average" for the calendar month ending 2 months before the calendar
month of the Contract anniversary; (2) 5%, which is the assumed rate of return
for the Contract plus 1%; and (3) any rate required by law in the state of issue
of the Contract. The "Published Monthly Average" means Moody's Corporate Bond
Yield Average-Monthly Average Corporates, as published by Moody's Investors
Service, Inc. or any successor to that service, or if that average is no longer
published, a substantially similar average established by the insurance
regulator where the Contract is issued. For example, the Published Monthly
Average in 1995 ranged from 7.11% to 8.71%.

Interest payments on any loan are due at the end of each Contract year. If
interest is not paid when due, it is added to the amount of the loan. If the sum
of all outstanding loans plus accrued interest exceeds what the net cash value
would be if there were no Contract debt, Pruco Life of New Jersey will notify
the Contract owner of its intent to terminate the Contract in 31 days, within
which time the owner may repay all or enough of the loan to obtain a positive
net cash value and thus keep the Contract in force.

When a loan is made, an amount equal to the loan proceeds will be transferred
out of the Account and the Real Property Account, as applicable. The reduction
will generally be made in the same proportions as the value in each subaccount
and Real Property Account bears to the total value of the Contract. While a
fixed-rate loan is outstanding, the amount that was so transferred will be
credited with the assumed investment return of 4% rather than with the actual
rate of return of the subaccount[s] and/or the Real Property Account. While a
loan made pursuant to the variable loan interest rate provision is outstanding,
the amount that was so transferred will be credited with a rate which is 1% less
than the loan interest rate for the Contract year (instead of 4%), rather than
with the actual rate of return of the subaccount[s] and/or the Real Property
Account.

A loan will not affect the amount of the premiums due. Should the death benefit
become payable while a loan is outstanding, or should the Contract be
surrendered, the amount of the Contract debt will be deducted from the death
benefit or the cash value otherwise payable.

A loan will have a permanent effect on a Contract's death benefit and cash value
because the investment results of the subaccount[s] and/or the Real Property
Account will apply only to the amount remaining in the subaccount[s] and/or the
Real Property Account. The longer the loan is outstanding, the greater the
effect is likely to be. The effect could be favorable or unfavorable. If
investment results are favorable while the loan is outstanding, the death
benefit and cash value will not increase as rapidly as they would have if no
loan had been made. If investment results are unfavorable, the death benefit and
the cash value will not be as adversely affected as they would have been had no
loan been made. Of course, a loan that is repaid will not have any effect upon
the guaranteed minimum death benefit. If the Contract is not kept in force, the
amount of unpaid Contract debt will be treated as a distribution which may be
taxable. See TAX TREATMENT OF CONTRACT BENEFITS -- Pre-Death Distributions, page
18, and LAPSE AND REINSTATEMENT, page 19.

The tax treatment of Contract loans depends upon whether the Contract is
classified as a Modified Endowment Contract for federal tax purposes. See TAX
TREATMENT OF CONTRACT BENEFITS, page 17.

Consider the Contract issued on a 25 year old insured illustrated in the table
on page T1 with an 8% gross investment return. Assume a $2,500 (5.5%) fixed-rate
loan was made at the end of Contract year 8 and repaid at the end of Contract
year 9. Upon repayment, the death benefit would be $51,904.44 and the cash value
$4,001.08. These amounts are lower than the death benefit and cash value shown
on that page for the end of Contract year 9 because the loan amount was credited
with the 4% assumed investment return rather than the 8% gross rate of return
for the selected subaccounts.

<PAGE>

RIGHT TO EXCHANGE A CONTRACT FOR A FIXED-BENEFIT WHOLE-LIFE POLICY

At any time during the first 24 months after a Contract is issued, so long as no
premium due remains unpaid, the owner may exchange it for a fixed benefit
whole-life policy on the insured's life. No evidence of insurability will be
required to make an exchange. The new policy's death benefit will be the same as
the guaranteed minimum amount of the Contract. The new policy will also have the
same issue date and risk classification for the insured as the Contract, but it
will be issued by The Prudential and will be a participating (potentially
dividend paying) policy. Premiums for the new policy will be based on The
Prudential's rates in effect on the original issue date for the same class of
risk which are currently higher than premiums under the Contract. The new
policy's cash value will be the same as it would have been had the new policy
been purchased at the outset. There will be an equitable cash adjustment on the
exchange equal to the difference between the premiums on the new policy and the
premiums on the Contract for the period between the Contract date and the date
of the exchange, reduced by the amount, if any, by which the cash value of the
Contract on the date of the exchange exceeds what the cash value would have been
had the subaccounts and/or the Real Property Account in which the Contract
participated uniformly earned the assumed investment return of 4%. A further
adjustment will be made for any differences in premiums for any optional
benefits carried over to the new policy.

The exchange will be effective when Pruco Life of New Jersey receives a written
request in a form that meets its needs, and receives the Contract and payment of
any adjustment due on the exchange. Any outstanding Contract debt must be repaid
on or before the effective date of the exchange.

The Contract owner may also exchange the Contract for a fixed-benefit life
insurance policy according to procedures meeting applicable state insurance law
requirements if the Series Fund or one of its portfolios has a material change
in its investment policy. Pruco Life of New Jersey, in conjunction with the New
Jersey Insurance Commissioner, will determine if a change in investment policy
is material. The Contract owner will be able to exchange within 60 days of
receipt of notice of such a material change or of the effective date of the
change, whichever is later. Upon such an exchange, there will be a cash
adjustment based on any difference in net cash value between the Contract and
the new policy.

SALE OF THE CONTRACT AND SALES COMMISSIONS

Pruco Securities Corporation ("Prusec"), an indirect wholly-owned subsidiary of
The Prudential, acts as the principal underwriter of the Contract. Prusec,
organized in 1971 under New Jersey law, is registered as a broker and dealer
under the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. Prusec's principal business address is
1111 Durham Avenue, South Plainfield, New Jersey 07080. The Contract is sold by
registered representatives of Prusec who are also authorized by state insurance
departments to do so. The Contract may also be sold through other broker-dealers
authorized by Prusec and applicable law to do so. Registered representatives of
such other broker-dealers may be paid on a different basis than described below.
Where the insured is less than 58 years of age, the representative will
generally receive a commission of no more than 50% of the premiums for the first
year, no more than 11% of the premiums for the second, third, and fourth years,
no more than 3% of the premiums for the fifth through tenth years, and no more
than 2% of the premiums thereafter. For insureds over 58 years of age, the
commission will be lower. The representative may be required to return all or
part of the first year commission if the Contract is not continued through the
second year. Representatives with less than 3 years of service may be paid on a
different basis. Representatives who meet certain productivity, profitability,
and persistency standards with regard to the sale of the Contract will be
eligible for additional compensation.

Sales expenses in any year are not equal to the deduction for sales load in that
year. Pruco Life of New Jersey expects to recover its total sales expenses over
the periods the Contracts are in effect. To the extent that the sales charges
are insufficient to cover total sales expenses, the sales expenses will be
recovered from Pruco Life of New Jersey's surplus, which may include the amounts
derived from the risk charge and the mortality and expense risk charge,
described in items 5 and 7 under CHARGES AND EXPENSES, page 7.

TAX TREATMENT OF CONTRACT BENEFITS

Each prospective purchaser is urged to consult a qualified tax advisor. The
following discussion is not intended as tax advice, and it is not a complete
statement of what the effect of federal income taxes will be under all
circumstances. Rather, it provides information about how Pruco Life of New
Jersey believes the current laws apply in the most commonly occurring
circumstances. There is no guarantee, however, that the current federal income
tax laws, regulations or interpretations will not change.

Treatment as Life Insurance. The Contract will be treated as "life insurance,"
as long as it satisfies certain definitional tests set forth in section 7702 of
The Internal Revenue Code (the "Code") and as long as the underlying investment
for the Contract satisfies diversification requirements under section 817(h) of
the Code. (For further

<PAGE>

detail on diversification requirements, see DIVIDENDS, DISTRIBUTIONS, AND TAXES
in the attached prospectus for the Series Fund).

Pruco Life of New Jersey believes that the Contract meets these definitional and
diversification requirements and accordingly will be treated as life insurance
for tax purposes. This means that: (1) the death benefit should be excludible
from the gross income of the beneficiary under section 101(a) of the Code; and
(2) except as noted below, the Contract owner should not be taxed on any part of
the Contract fund, including additions attributable to interest, dividends or
appreciation.

However, Section 7702 of the Code which defines life insurance for tax purposes
gives the Secretary of the Treasury authority to prescribe regulations to carry
out the purposes of the Section. In this regard, proposed regulations governing
mortality charges were issued in 1991 and proposed regulations under Sections
101, 7702, and 7702A governing the treatment of life insurance policies that
provide accelerated death benefits were issued in 1992. None of these proposed
regulations has yet been finalized. Additional regulations under Section 7702
may also be promulgated in the future. Moreover, in connection with the issuance
of temporary regulations under Section 817(h), the Treasury Department announced
that such regulations do not provide guidance concerning the extent to which
Contract owners may direct their investments to particular divisions of a
separate account. Such guidance will be included in regulations or rulings under
Section 817(d) relating to the definition of a variable contract.

Pruco Life of New Jersey intends to comply with final regulations issued under
sections 7702 and 817. Therefore, it reserves the right to make such changes as
it deems necessary to assure that the Contract continues to qualify as life
insurance for tax purposes. Any such changes will apply uniformly to affected
Contract owners and will be made only after advance written notice to affected
Contract owners.

Pre-Death Distributions. The taxation of pre-death distributions depends on
whether the Contract is classified as a Modified Endowment Contract. The
following discussion first deals with distributions under Contracts not so
classified, and then with Modified Endowment Contracts.

1. A surrender (or lapse) of the Contract may have tax consequences. Upon
surrender, the owner may not be taxed on the net cash value except for the
amount, if any, that exceeds the gross premiums paid less the untaxed
portion of any prior withdrawals. The amount of any unpaid Contract debt
will, upon surrender or lapse, be added to the net cash value and treated,
for this purpose, as if it had been received. Any loss incurred upon
surrender is generally not deductible. The tax consequences of a surrender
may differ if the proceeds are received under an income payment settlement
option.

A withdrawal or partial surrender generally is not taxable unless it
exceeds total premiums paid to the date of withdrawal less the untaxed
portion of any prior withdrawals. However, under certain limited
circumstances, in the first 15 Contract years all or a portion of a
withdrawal or partial surrender may be taxable if the cash value exceeds
the total premiums paid less the untaxed portion of any prior withdrawals,
even if total withdrawals do not exceed total premiums paid to date.

Extra premiums for optional benefits and riders generally do not count in
computing gross premiums paid, which in turn determines the extent to which
a withdrawal might be taxed.

Loans received under the Contract will ordinarily be treated as
indebtedness of the owner and will not be considered to be distributions
subject to tax.

2. Some of the above rules are changed if the Contract is classified as a
Modified Endowment Contract under Section 7702A of the Code. In general,
this Contract should not become a Modified Endowment Contract. However,
certain actions may cause the Contract to become a Modified Endowment
Contract. These actions may include partial surrenders or withdrawals, the
deletion of certain riders or the selection of certain options upon the
lapse of the Contract. Contract owners contemplating any of these steps
should consult a qualified tax advisor and their Pruco Life of New Jersey
representative.

If the Contract is classified as a Modified Endowment Contract then
pre-death distributions, including loans, withdrawals and partial
surrenders are includible in income to the extent that the Contract's cash
value prior to surrender charges exceeds the gross premiums paid for the
Contract increased by the amount of any loans previously includible in
income and reduced by any untaxed amounts previously received other than
the amount of any loans excludible from income. These rules may also apply
to pre-death distributions, including loans, made during the 2 year period
prior to the Contract becoming a Modified Endowment Contract.

In addition, pre-death distributions from such Contracts (including full
surrenders) will be subject to a penalty of 10 percent of the amount includible
in income unless the amount is distributed on or after age 59 1/2, on account of
the taxpayer's disability or as a life annuity. It is presently unclear how the
penalty tax provisions apply to Contracts owned by nonnatural persons such as
corporations.

<PAGE>

Under certain circumstances, Modified Endowment Contracts issued during any
calendar year will be treated as a single contract for purposes of applying the
above rules.

Withholding. The taxable portion of any amounts received under the Contract will
be subject to withholding to meet federal income tax obligations if the Contract
owner fails to elect that no taxes be withheld or in certain other
circumstances. Contract owners who do not provide a social security number or
other taxpayer identification number will not be permitted to elect out of
withholding. All recipients of such amounts may be subject to penalties under
the estimated tax payment rules if withholding and estimated tax payments are
not sufficient.

Other Tax Considerations. Transfer of the Contract to a new owner or assignment
of the Contract may have tax consequences depending on the circumstances. In the
case of a transfer of the Contract for a valuable consideration, the death
benefit may be subject to federal income taxes under Section 101(a)(2) of the
Code. In addition, a transfer of the Contract to or the designation of a
beneficiary who is either 37 1/2 years younger than the Contract owner or a
grandchild of the Contract owner may have Generation Skipping Transfer tax
consequences under Section 2601 of the Code.

In certain circumstances, deductions for interest paid or accrued on Contract
debt or on other loans incurred or continued to purchase or carry the Contract
may be denied under Section 163 of the Code as personal interest or under
Section 264 of the Code. Contract owners should consult a tax advisor regarding
the application of these provisions to their circumstances.

Business-owned life insurance is subject to additional rules. Section 264(a)(1)
of the Code generally precludes business Contract owners from deducting premium
payments. Under Section 264(a)(4) of the Code, a deduction is not allowed for
any interest paid or accrued on any Contract debt on an insurance policy to the
extent the indebtedness exceeds $50,000 per officer, employee or financially
interested person. The Congress is also considering legislation to deny interest
deductions generally for loans on business-owned policies. The Code also imposes
an indirect tax upon additions to the Contract fund or the receipt of death
benefits under business-owned life insurance policies under certain
circumstances by way of the corporate alternative minimum tax.

The individual situation of each owner or beneficiary will determine the federal
estate taxes and the state and local estate, inheritance and other taxes due if
the owner or insured dies.

LAPSE AND REINSTATEMENT

This Contract ensures that as long as premiums are paid, insurance protection
remains in effect. However, if a premium is not paid on or before each due date,
or within the grace period after each due date, the Contract will go into
default. Should this happen, Pruco Life of New Jersey will send the Contract
owner a notice of default setting forth the payment necessary to keep the
Contact in force on a premium paying basis. This payment must be received at the
Pruco Life of New Jersey Home Office within the 31 day grace period after the
notice of default is mailed or the Contract will lapse. A Contract that lapses
with an outstanding Contract loan may have tax consequences. See TAX TREATMENT
OF CONTRACT BENEFITS on page 17.

A Contract that has lapsed may be reinstated within 3 years after the date of
default unless the Contract has been surrendered for its cash value. To
reinstate a lapsed Contract, Pruco Life of New Jersey requires renewed evidence
of insurability, and submission of certain payments due under the Contract.

If a Contract does lapse, it may still provide some benefits. Those benefits are
described below under OPTIONS ON LAPSE.

OPTIONS ON LAPSE

If a Contract lapses because the premium has not been paid before the end of the
grace period, some life insurance coverage may continue in effect or the owner
may choose to surrender the Contract for its net cash value. A lapse of a
Contract with a Contract loan may have tax consequences. See TAX TREATMENT OF
CONTRACT BENEFITS, page 17.

1. Extended Term Insurance. With one exception explained below, if the owner
does not communicate at all with Pruco Life of New Jersey, life insurance
coverage will continue for a length of time that depends on the net cash value
on the due date of the first unpaid premium, the amount of insurance, and the
age and sex (except where unisex rates apply) of the insured. The insurance
amount will be what it would have been on the due date of the unpaid premium,
taking into account any Contract debt on that date. The amount will not change
while the insurance stays in force. This benefit is known as extended term
insurance. The owner will be told in writing how long the insurance will be in
effect. Extended term insurance has a cash value but no loan value.

Contracts issued on the lives of certain insureds in high risk rating classes
will include a statement that extended term insurance will not be provided. In
that case, variable reduced paid-up insurance (as described in item 3 below)
will be the automatic benefit provided on lapse.

<PAGE>

2. Fixed Reduced Paid-Up Insurance. The owner may choose to have insurance
coverage provided for the lifetime of the insured. The amount will be lower than
what extended term insurance would provide. This is known as fixed reduced
paid-up insurance. The insurance amount will depend on the net cash value on the
due date of the first premium in default, and the age and sex (except where
unisex rates apply) of the insured. The amount will not change thereafter unless
a loan is taken against the fixed reduced paid-up insurance. Pruco Life of New
Jersey will, if asked, tell the owner what the amount will be. Apart from the
case described above in which fixed reduced paid-up insurance is the automatic
benefit provided on lapse, the owner who wants fixed reduced paid-up insurance
must ask for it in writing, in a form that meets Pruco Life of New Jersey's
needs, within 3 months of the due date of the first unpaid premium. Fixed
reduced paid-up insurance has a cash value and a loan value. Acquisition of
reduced paid-up insurance within the first 7 Contract years may result in the
Contract becoming a Modified Endowment Contract. See TAX TREATMENT OF CONTRACT
BENEFITS, page 17.

3. Variable Reduced Paid-Up Insurance. Variable reduced paid-up insurance
provides insurance coverage for the lifetime of the insured. The initial
insurance amount will depend upon the net cash value on the due date of the
first premium in default, and the age and sex (except where unisex rates apply)
of the insured. This will be a new guaranteed minimum death benefit. Aside from
this guarantee, the cash value and the amount of insurance will vary with
investment performance in the same manner as a Contract in force on a premium
paying basis (see HOW A CONTRACT'S DEATH BENEFIT WILL VARY, page 9 and HOW A
CONTRACT'S CASH VALUE WILL VARY, page 11). Variable reduced paid-up insurance
has a loan privilege identical to that available on premium paying Contracts
(see CONTRACT LOANS, page 16). Acquisition of reduced paid-up insurance within
the first 7 Contract years may result in the Contract becoming a Modified
Endowment Contract. See TAX TREATMENT OF CONTRACT BENEFITS, page 17.

As explained in item 1 above, variable reduced paid-up insurance is the
automatic benefit on lapse for Contracts issued on certain insureds. Owners of
other Contracts who want variable reduced paid-up insurance must ask for it in
writing, in a form that meets Pruco Life of New Jersey's needs, within 3 months
of the date of default; it will be available to such owners only if the initial
amount of variable reduced paid-up insurance would be at least $5,000. This
minimum is not applicable to Contracts for which variable reduced paid-up
insurance is the automatic benefit upon lapse.

4. Payment of Net Cash Value. The owner can receive the net cash value by
surrendering the Contract and making a written request in a form that meets
Pruco Life of New Jersey's needs. If Pruco Life of New Jersey receives the
request within the days of grace of a premium in default, the net cash value
will be the net cash value as of the due date of that premium, adjusted for any
loan made or repaid during the days of grace, plus or minus an amount that
depends upon the investment performance between the due date and the date Pruco
Life of New Jersey receives the request. Whether the net cash value as of the
due date of the unpaid premium is increased or decreased by subsequent
investment performance depends upon whether or not the assets relating to the
Contract have increased at more than 4% a year. If Pruco Life of New Jersey
receives the request after the grace period expires, the net cash value will be
the net value of any extended term insurance then in force, or the net value of
any reduced paid-up insurance then in force (either fixed or variable), less any
Contract debt. Surrender of the Contract may have tax consequences. See TAX
TREATMENT OF CONTRACT BENEFITS, page 17.

The following table shows the cash value, extended term insurance, and both
fixed and variable reduced paid-up insurance for two representative Contracts,
each with a guaranteed death benefit of $50,000, which lapse at the end of 8
years after a uniform gross annual investment return of 8%. The tables assume a
total Series Fund expense ratio of 0.52% (taking into account the offsets
described under THE PRUDENTIAL SERIES FUND, INC. on page 3).

-------------------------------------------------------------------
MAXIMUM MORTALITY CHARGE ASSUMPTION
-------------------------------------------------------------------
EXTENDED REDUCED
INSURED CASH VALUE TERM INSURANCE PAID-UP INSURANCE
-------------------------------------------------------------------
Male, age 25 $3,445 $51,728 $14,381
at issue for 19.82 years for life
-------------------------------------------------------------------
Male, age 40 $6,254 $52,012 $16,174
at issue for 12.72 years for life
-------------------------------------------------------------------

LEGAL CONSIDERATIONS RELATING TO SEX-DISTINCT PREMIUMS AND BENEFITS

The Contract generally employs mortality tables that distinguish between males
and females. Thus, premiums and benefits under Contracts issued on males and
females of the same age will generally differ. However, in those states that
have adopted regulations prohibiting sex-distinct insurance rates, premiums and
cost of insurance charges will be based on male mortality tables whether the
insured is male or female. In addition, employers and

<PAGE>

employee organizations considering purchase of a Contract should consult their
legal advisors to determine whether purchase of a Contract based on sex-distinct
actuarial tables is consistent with Title VII of the Civil Rights Act of 1964 or
other applicable law. Pruco Life of New Jersey may offer the Contract with
unisex mortality rates to such prospective purchasers.

OTHER GENERAL CONTRACT PROVISIONS

Beneficiary. The beneficiary is designated and named in the application by the
Contract owner. Thereafter, the owner may change the beneficiary, provided it is
in accordance with the terms of the Contract. Should the insured die with no
surviving beneficiary, the insured's estate will become the beneficiary.

Incontestability. After the Contract has been in force during the insured's
lifetime for 2 years from the Contract date, Pruco Life of New Jersey will not
contest its liability under the Contract in accordance with its terms.

Misstatement of Age or Sex. If the insured's stated age or sex (except where
unisex rates apply) or both are incorrect in the Contract, Pruco Life of New
Jersey will adjust the benefits payable, as required by law, to reflect what the
premium would have purchased for the correct age and sex.

Suicide Exclusion. Generally, if the insured, whether sane or insane, dies by
suicide within 2 years from the Contract date, Pruco Life of New Jersey will pay
no more under the Contract than the sum of the premiums paid.

Assignment. This Contract may not be assigned if such assignment would violate
any federal, state or local law or regulation. Pruco Life of New Jersey assumes
no responsibility for the validity or sufficiency of any assignment, and it will
not be obligated to comply with any assignment unless it has received a copy at
one of its Home Offices.

Settlement Options. The Contract grants to most owners, or to the beneficiary, a
wide variety of optional ways of receiving Contract proceeds, other than in a
lump sum. Any Pruco Life of New Jersey representative authorized to sell this
Contract can explain these options upon request.

RIDERS

The Contract owner may be able to obtain extra fixed benefits, which may require
an additional premium. These benefits will be described in what is known as a
"rider" to the Contract. For example, one benefit pays an additional amount if
the insured dies in an accident. Others waive certain premiums if the insured is
disabled within the meaning of the provision (or, in the case of a Contract
issued on an insured under the age of 15, if the applicant dies or becomes
disabled within the meaning of the provision). Others pay an additional amount
if the insured dies within a stated number of years after issue; similar
benefits may be available if the insured's spouse or child should die. The
amounts of these benefits are fully guaranteed at issue; they do not depend on
the performance of the Account. Certain restrictions may apply; they are clearly
described in the applicable rider. Any Pruco Life of New Jersey representative
authorized to sell the Contract can explain these extra benefits further.
Samples of the provisions are available from Pruco Life of New Jersey upon
written request.

VOTING RIGHTS

As stated above, all of the assets held in the subaccounts of the Account will
be invested in shares of the corresponding portfolios of the Series Fund. Pruco
Life of New Jersey is the legal owner of those shares and as such has the right
to vote on any matter voted on at Series Fund shareholders meetings. However,
Pruco Life of New Jersey will, as required by law, vote the shares of the Series
Fund at any regular and special shareholders meetings it is required to hold in
accordance with voting instructions received from Contract owners. The Series
Fund will not hold annual shareholders meetings when not required to do so under
Maryland law or the Investment Company Act of 1940. Series Fund shares for which
no timely instructions from Contract owners are received, and any shares
attributable to general account investments of Pruco Life of New Jersey will be
voted in the same proportion as shares in the respective portfolios for which
instructions are received. Should the applicable federal securities laws or
regulations, or their current interpretation, change so as to permit Pruco Life
of New Jersey to vote shares of the Series Fund in its own right, it may elect
to do so.

Matters on which Contract owners may give voting instructions include the
following: (1) election of the Board of Directors of the Series Fund; (2)
ratification of the independent accountant of the Series Fund; (3) approval of
the investment advisory agreement for a portfolio of the Series Fund
corresponding to the Contract owner's selected subaccount[s]; (4) any change in
the fundamental investment policy of a portfolio corresponding to the Contract
owner's selected subaccount[s]; and (5) any other matter requiring a vote of the
shareholders of the Series Fund. With respect to approval of the investment
advisory agreement or any change in a portfolio's fundamental investment policy,
Contract owners participating in such portfolios will vote separately on the
matter, pursuant to the requirements of Rule 18f-2 under the 1940 Act.

<PAGE>

The number of Series Fund shares for which instructions may be given by a
Contract owner is determined by dividing the portion of the value of the
Contract derived from participation in a subaccount, by the value of one share
in the corresponding portfolio of the Series Fund. The number of votes for which
each Contract owner may give Pruco Life of New Jersey instructions will be
determined as of the record date chosen by the Board of Directors of the Series
Fund. Pruco Life of New Jersey will furnish Contract owners with proper forms
and proxies to enable them to give these instructions. Pruco Life of New Jersey
reserves the right to modify the manner in which the weight to be given voting
instructions is calculated where such a change is necessary to comply with
current federal regulations or interpretations of those regulations.

Pruco Life of New Jersey may, if required by state insurance regulations,
disregard voting instructions if such instructions would require shares to be
voted so as to cause a change in the sub-classification or investment objectives
of one or more of the Series Fund's portfolios, or to approve or disapprove an
investment advisory contract for the Series Fund. In addition, Pruco Life of New
Jersey itself may disregard voting instructions that would require changes in
the investment policy or investment advisor of one or more of the Series Fund's
portfolios, provided that Pruco Life of New Jersey reasonably disapproves such
changes in accordance with applicable federal regulations. If Pruco Life of New
Jersey does disregard voting instructions, it will advise Contract owners of
that action and its reasons for such action in the next annual or semi-annual
report to Contract owners.

SUBSTITUTION OF SERIES FUND SHARES

Although Pruco Life of New Jersey believes it to be unlikely, it is possible
that in the judgment of its management, one or more of the portfolios of the
Series Fund may become unsuitable for investment by Contract owners because of
investment policy changes, tax law changes or the unavailability of shares for
investment. In that event, Pruco Life of New Jersey may seek to substitute the
shares of another portfolio or of an entirely different mutual fund. Before this
can be done, the approval of the SEC, and possibly one or more state insurance
departments, will be required. Contract owners will be notified of such
substitution.

REPORTS TO CONTRACT OWNERS

Once each Contract year (except where the Contract is in force as fixed extended
term insurance or fixed reduced paid-up insurance), Contract owners will be sent
statements that provide certain information pertinent to their own Contract.
These statements detail values and transactions made and specific Contract data
that apply only to each particular Contract. On request, a Contract owner will
be sent a current statement in a form similar to that of the annual statement
described above, but Pruco Life of New Jersey may limit the number of such
requests or impose a reasonable charge if such requests are made too frequently.

Each Contract owner will also be sent an annual report for the Account. Contract
owners will also be sent annual and semi-annual reports of the Series Fund
showing the financial condition of the portfolios and the investments held in
each.

STATE REGULATION

Pruco Life of New Jersey is subject to regulation and supervision by the
Department of Insurance of the State of New Jersey, which periodically examines
its operations and financial condition. It is also subject to the insurance laws
and regulations of all jurisdictions in which it is authorized to do business.

Pruco Life of New Jersey is required to submit annual statements of its
operations, including financial statements, to the insurance departments of the
various jurisdictions in which it does business to determine solvency and
compliance with local insurance laws and regulations.

In addition to the annual statements referred to above, Pruco Life of New Jersey
is required to file with New Jersey and other jurisdictions a separate statement
with respect to the operations of all its variable contract accounts, in a form
promulgated by the National Association of Insurance Commissioners.

EXPERTS

The financial statements included in this prospectus have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their reports
appearing herein, and are included in reliance upon the reports of such firm
given upon their authority as experts in accounting and auditing. Deloitte &
Touche LLP's principal business address is Two Hilton Court, Parsippany, New
Jersey 07054-0319. Actuarial matters included in this prospectus have been
examined by Nancy D. Davis, FSA, MAAA, whose opinion is filed as an exhibit to
the registration statement.

On March 12, 1996, Deloitte & Touche LLP was dismissed as the independent
accountants of Pruco Life of New Jersey. There have been no disagreements with
Deloitte & Touche LLP on any matter of accounting principles or practices,
financial statements disclosure or auditing scope or procedure which, if not
resolved to the satisfaction of the accountant, would have caused them to make a
reference to the matter in their reports.

<PAGE>

LITIGATION

Several actions have been brought against Pruco Life of New Jersey on behalf of
those persons who purchased life insurance policies based on complaints about
sales practices engaged in by The Prudential, Pruco Life of New Jersey and
agents appointed by The Prudential and Pruco Life of New Jersey. The Prudential
has agreed to indemnify Pruco Life of New Jersey for any and all losses
resulting from such litigation.

ADDITIONAL INFORMATION

A registration statement has been filed with the SEC under the Securities Act of
1933, relating to the offering described in this prospectus. This prospectus
does not include all of the information set forth in the registration statement.
Certain portions have been omitted pursuant to the rules and regulations of the
SEC. The omitted information may, however, be obtained from the SEC's principal
office in Washington, D.C., upon payment of a prescribed fee.

Further information may also be obtained from Pruco Life of New Jersey's office.
The address and telephone number are set forth on the cover of this prospectus.

FINANCIAL STATEMENTS

The financial statements of Pruco Life of New Jersey included herein should be
distinguished from the financial statements of the Account, and should be
considered only as bearing upon the ability of Pruco Life of New Jersey to meet
its obligations under the Contracts.

<PAGE>

DIRECTORS AND OFFICERS

The directors and major officers of Pruco Life of New Jersey, listed with their
principal occupations during the past 5 years, are shown below.

DIRECTORS OF PRUCO LIFE OF NEW JERSEY

E. MICHAEL CAULFIELD, Director. -- Chief Executive Officer, Prudential Money
Management Group since 1995; 1993 to 1995: President, Prudential Preferred
Financial Services; 1992 to 1993: President, Prudential Property and Casualty
Insurance Company*; Prior to 1992: President of Investment Services of The
Prudential.

GARNETT L. KEITH, JR., Director. -- Vice Chairman of The Prudential.

IRA J. KLEINMAN, Director. -- Chief Marketing and Product Development Officer,
Prudential Individual Insurance Group since 1995; 1993 to 1995: President,
Prudential Select; Prior to 1993: Senior Vice President of The Prudential.

ESTHER H. MILNES, President and Director. -- Vice President and Actuary,
Prudential Individual Insurance Group since 1996; 1993 to 1996: Senior Vice
President and Chief Actuary, Prudential Insurance and Financial Services; Prior
to 1993: Vice President and Associate Actuary of The Prudential.

I. EDWARD PRICE, Vice Chairman and Director. -- Senior Vice President and
Actuary, Prudential Individual Insurance Group since 1995; 1994 to 1995: Chief
Executive Officer, Prudential International Insurance; 1993 to 1994: President,
Prudential International Insurance; Prior to 1993: Senior Vice President and
Company Actuary of The Prudential.

WILLIAM F. YELVERTON, Director. --Chief Executive Officer, Prudential Individual
Insurance Group since 1995; Prior to 1995: Chief Executive Officer, New York
Life Worldwide.

OFFICERS WHO ARE NOT DIRECTORS

BEVERLY R. BARNEY, Senior Vice President. -- Vice President and Re-Engineering
Officer, Prudential Individual Insurance Group since 1995; 1993 to 1995: Senior
Vice President and Associate Actuary, Prudential Direct; Prior to 1993: Senior
Vice President and Actuary of Pruco Life Insurance Company*.

SUSAN L. BLOUNT, Secretary.--Vice President and Secretary of The Prudential
since 1995; Prior to 1995: Assistant General Counsel for Prudential Residential
Services Company.

C. EDWARD CHAPLIN, Treasurer. -- Vice President and Treasurer of The Prudential
since 1995; 1993 to 1995: Managing Director and Assistant Treasurer of The
Prudential; 1992 to 1993: Vice President and Assistant Treasurer, Banking and
Cash Management for The Prudential; Prior to 1992: Regional Vice President of
Prudential Mortgage Capital Company.

CLIFFORD E. KIRSCH, Chief Legal Officer. -- Chief Counsel, Variable Products,
Law Department of The Prudential since 1995; 1994 to 1995: Associate General
Counsel with Paine Webber; Prior to 1994: Assistant Director in the Division of
Investment Management with the Securities and Exchange Commission.

RICHARD F. LAMBERT, Senior Vice President and Chief Actuary. -- Vice President
and Actuary, Prudential Individual Insurance Group since 1996; 1994 to 1996:
Vice President and Chief Actuary, Prudential Preferred Financial Services; 1993
to 1994: Vice President and Actuary, Prudential Preferred Financial Services;
Prior to 1993: Vice President and Associate Actuary of The Prudential.

FRANK MARINO, Senior Vice President. -- Vice President, Policyholder Relations
Department, Prudential Individual Insurance Group since 1996; Prior to 1996:
Senior Vice President, Prudential Mutual Fund Services.

MICHAEL R. SHAPIRO, Senior Vice President. -- Vice President, Marketing and
Product Development, Prudential Individual Insurance Group since 1996; Prior to
1996: Senior Vice President, Prudential Select Brokerage.

STEPHEN P. TOOLEY, Vice President, Comptroller and Chief Accounting Officer. --
Vice President, Product Performance, Prudential Individual Insurance Group since
1996; 1993 to 1996: Vice President and Comptroller, Prudential Insurance and
Financial Services; Prior to 1993: Director, Financial Analysis for The
Prudential.

The business address of all directors and officers of Pruco Life of New Jersey
is 213 Washington Street, Newark, New Jersey 07102-2992.

* SUBSIDIARY OF THE PRUDENTIAL

24
<PAGE>

(This page intentionally left blank.)

<PAGE>

FINANCIAL STATEMENTS OF
PRUCO LIFE OF NEW JERSEY VARIABLE INSURANCE ACCOUNT

STATEMENTS OF NET ASSETS

December 31, 1995

<TABLE>
<CAPTION>
SUBACCOUNTS
--------------------------------------------------------------

MONEY DIVERSIFIED FLEXIBLE
TOTAL MARKET BOND EQUITY MANAGED
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 127,669,507 $ 7,340,681 $ 9,011,838 $ 53,332,878 $ 41,758,579
Receivable from Related Separate Account........ 982 0 0 0 0
-------------- -------------- -------------- -------------- --------------
Total Assets.................................. $ 127,670,489 $ 7,340,681 $ 9,011,838 $ 53,332,878 $ 41,758,579
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
LIABILITIES
Payable to Related Separate Account............. 16,587 0 0 0 0
-------------- -------------- -------------- -------------- --------------
NET ASSETS........................................ $ 127,653,902 $ 7,340,681 $ 9,011,838 $ 53,332,878 $ 41,758,579
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
NET ASSETS, representing:
Equity of Contract owners....................... $ 127,423,576 $ 7,323,086 $ 8,995,399 $ 53,284,243 $ 41,673,946
Equity of Pruco Life Insurance Company of New
Jersey........................................ 230,326 17,595 16,439 48,635 84,633
-------------- -------------- -------------- -------------- --------------
$ 127,653,902 $ 7,340,681 $ 9,011,838 $ 53,332,878 $ 41,758,579
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
</TABLE>

STATEMENTS OF OPERATIONS

For the year ended December 31, 1995

<TABLE>
<CAPTION>
SUBACCOUNTS
--------------------------------------------------------------

MONEY DIVERSIFIED FLEXIBLE
TOTAL MARKET BOND EQUITY MANAGED
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 3,875,814 $ 407,817 $ 572,612 $ 1,022,865 $ 1,228,450

EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk [Note 3A]..... 403,644 25,162 28,910 166,648 131,594
Reimbursement for excess expenses [Note 3B]..... (170,818) (2,947) (3,774) (47,116) (94,120)
-------------- -------------- -------------- -------------- --------------
NET EXPENSES...................................... 232,826 22,215 25,136 119,532 37,474
-------------- -------------- -------------- -------------- --------------
NET INVESTMENT INCOME (LOSS)...................... 3,642,988 385,602 547,476 903,333 1,190,976
-------------- -------------- -------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 4,127,305 0 19,747 1,871,861 1,736,662
Realized gain (loss) on shares redeemed
[average cost basis].......................... 561,577 0 11,479 386,726 134,824
Net unrealized gain on investments.............. 16,924,175 0 961,936 9,550,433 5,079,159
-------------- -------------- -------------- -------------- --------------
NET GAIN ON INVESTMENTS........................... 21,613,057 0 993,162 11,809,020 6,950,645
-------------- -------------- -------------- -------------- --------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ 25,256,045 $ 385,602 $ 1,540,638 $ 12,712,353 $ 8,141,621
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 AND A10.

A1
<PAGE>

STATEMENTS OF NET ASSETS (CONTINUED)
December 31, 1995
<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
------------------------------------------------------------------------------

HIGH
CONSERVATIVE YIELD STOCK EQUITY NATURAL
BALANCED BOND INDEX INCOME RESOURCES
-------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 12,903,396 $ 765,983 $ 871,350 $ 765,448 $ 438,562
Receivable from Related Separate Account........ 0 0 0 0 0
-------------- -------------- -------------- -------------- --------------
Total Assets.................................. $ 12,903,396 $ 765,983 $ 871,350 $ 765,448 $ 438,562
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
LIABILITIES
Payable to Related Separate Account............. 0 0 16,587 0 0
-------------- -------------- -------------- -------------- --------------
NET ASSETS........................................ $ 12,903,396 $ 765,983 $ 854,763 $ 765,448 $ 438,562
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------
NET ASSETS, representing:
Equity of Contract owners....................... $ 12,878,412 $ 763,052 $ 854,763 $ 762,670 $ 431,335
Equity of Pruco Life Insurance Company of New
Jersey........................................ 24,984 2,931 0 2,778 7,227
-------------- -------------- -------------- -------------- --------------
$ 12,903,396 $ 765,983 $ 854,763 $ 765,448 $ 438,562
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------

GOVERNMENT PRUDENTIAL
GLOBAL INCOME JENNISON
-------------- -------------- --------------
<S> <C> <C> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 210,394 $ 209,471 $ 41,287
Receivable from Related Separate Account........ 0 982 0
-------------- -------------- --------------
Total Assets.................................. $ 210,394 $ 210,453 $ 41,287
-------------- -------------- --------------
-------------- -------------- --------------
LIABILITIES
Payable to Related Separate Account............. 0 0 0
-------------- -------------- --------------
NET ASSETS........................................ $ 210,394 $ 210,453 $ 41,287
-------------- -------------- --------------
-------------- -------------- --------------
NET ASSETS, representing:
Equity of Contract owners....................... $ 206,222 $ 210,453 $ 31,104
Equity of Pruco Life Insurance Company of New
Jersey........................................ 4,172 0 10,183
-------------- -------------- --------------
$ 210,394 $ 210,453 $ 41,287
-------------- -------------- --------------
-------------- -------------- --------------
</TABLE>

STATEMENTS OF OPERATIONS (CONTINUED)
For the year ended December 31, 1995
<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
------------------------------------------------------------------------------

EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk [Note 3A]..... 41,558 2,470 2,420 2,302 1,286
Reimbursement for excess expenses [Note 3B]..... (22,861) 0 0 0 0
-------------- -------------- -------------- -------------- --------------
NET EXPENSES...................................... 18,697 2,470 2,420 2,302 1,286
-------------- -------------- -------------- -------------- --------------
NET INVESTMENT INCOME (LOSS)...................... 486,462 73,425 13,423 24,231 3,612
-------------- -------------- -------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 437,152 0 6,171 31,977 19,671
Realized gain (loss) on shares redeemed
[average cost basis].......................... 18,242 (535) 1,256 2,925 3,237
Net unrealized gain on investments.............. 935,354 39,668 192,144 64,528 60,792
-------------- -------------- -------------- -------------- --------------
NET GAIN ON INVESTMENTS........................... 1,390,748 39,133 199,571 99,430 83,700
-------------- -------------- -------------- -------------- --------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ 1,877,210 $ 112,558 $ 212,994 $ 123,661 $ 87,312
-------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- --------------

GOVERNMENT PRUDENTIAL
GLOBAL INCOME JENNISON*
-------------- -------------- --------------
<S> <C> <C> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 3,091 $ 12,598 $ 3
EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk [Note 3A]..... 607 656 21
Reimbursement for excess expenses [Note 3B]..... 0 0 0
-------------- -------------- --------------
NET EXPENSES...................................... 607 656 21
-------------- -------------- --------------
NET INVESTMENT INCOME (LOSS)...................... 2,484 11,942 (18)
-------------- -------------- --------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 3,923 0 0
Realized gain (loss) on shares redeemed
[average cost basis].......................... 1,883 548 632
Net unrealized gain on investments.............. 18,037 20,382 653
-------------- -------------- --------------
NET GAIN ON INVESTMENTS........................... 23,843 20,930 1,285
-------------- -------------- --------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ 26,327 $ 32,872 $ 1,267
-------------- -------------- --------------
-------------- -------------- --------------
*Commenced
Business
on 5/1/95
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 AND A10.

A2
<PAGE>

STATEMENTS OF NET ASSETS (CONTINUED)

December 31, 1995

<TABLE>
<CAPTION>
SUBACCOUNTS
--------------

SMALL
CAPITALIZATION
STOCK
--------------
<S> <C>
ASSETS
Investment in shares of The Prudential Series
Fund, Inc.
Portfolios at net asset value [Note 2]........ $ 19,640
Receivable from Related Separate Account........ 0
--------------
Total Assets.................................. $ 19,640
--------------
--------------
LIABILITIES
Payable to Related Separate Account............. 0
--------------
NET ASSETS........................................ $ 19,640
--------------
--------------
NET ASSETS, representing:
Equity of Contract owners....................... $ 8,891
Equity of Pruco Life Insurance Company of New
Jersey........................................ 10,749
--------------
$ 19,640
--------------
--------------
</TABLE>

STATEMENTS OF OPERATIONS (CONTINUED)

For the year ended December 31, 1995

<TABLE>
<CAPTION>
SUBACCOUNTS
--------------

SMALL
CAPITALIZATION
STOCK*
--------------
<S> <C>
INVESTMENT INCOME
Dividend distributions received................. $ 50

EXPENSES
Charges to Contract owners for assuming
mortality risk and expense risk [Note 3A]..... 10
Reimbursement for excess expenses [Note 3B]..... 0
--------------
NET EXPENSES...................................... 10
--------------
NET INVESTMENT INCOME (LOSS)...................... 40
--------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS
Capital gains distributions received............ 141
Realized gain (loss) on shares redeemed
[average cost basis].......................... 360
Net unrealized gain on investments.............. 1,089
--------------
NET GAIN ON INVESTMENTS........................... 1,590
--------------
NET INCREASE IN NET ASSETS
RESULTING FROM OPERATIONS....................... $ 1,630
--------------
--------------
*Commenced
Business
on 5/1/95
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 AND A10.

A3
<PAGE>

(This page intentionally left blank.)

A4
<PAGE>

FINANCIAL STATEMENTS OF
PRUCO LIFE OF NEW JERSEY VARIABLE INSURANCE ACCOUNT

STATEMENTS OF CHANGES IN NET ASSETS

For the years ended December 31, 1995 and 1994

<TABLE>
<CAPTION>
SUBACCOUNTS
--------------------------------------------------------------

MONEY DIVERSIFIED
TOTAL MARKET BOND
------------------------------ ------------------------------ ------------------------------
1995 1994 1995 1994 1995 1994
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>

OPERATIONS:
Net investment income............ $ 3,642,988 $ 2,941,223 $ 385,602 $ 254,974 $ 547,476 $ 469,970
Capital gains distributions
received....................... 4,127,305 2,850,268 0 0 19,747 17,313
Realized gain (loss) on shares
redeemed
[average cost basis]........... 561,577 272,292 0 0 11,479 307
Net unrealized gain (loss) on
investments.................... 16,924,175 (6,337,510) 0 0 961,936 (767,566)
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ 25,256,045 (273,727) 385,602 254,974 1,540,638 (279,976)
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... (818,079) 1,034,925 (61,093) (171,851) (121,579) (109,516)
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ (57,223) 21,427 9,308 (12,529) 6,715 (10,810)
-------------- -------------- -------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 24,380,743 782,625 333,817 70,594 1,425,774 (400,302)

NET ASSETS:
Beginning of year................ 103,273,159 102,490,534 7,006,864 6,936,270 7,586,064 7,986,366
-------------- -------------- -------------- -------------- -------------- --------------
End of year...................... $ 127,653,902 $ 103,273,159 $ 7,340,681 $ 7,006,864 $ 9,011,838 $ 7,586,064
-------------- -------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 AND A10.

A5
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

For the years ended December 31, 1995 and 1994
<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
--------------------------------------------------------------

FLEXIBLE
EQUITY MANAGED
------------------------------ ------------------------------
1995 1994 1995 1994
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>

OPERATIONS:
Net investment income............ $ 903,333 $ 837,378 $ 1,190,976 $ 917,201
Capital gains distributions
received....................... 1,871,861 1,713,938 1,736,662 969,306
Realized gain (loss) on shares
redeemed
[average cost basis]........... 386,726 189,189 134,824 63,255
Net unrealized gain (loss) on
investments.................... 9,550,433 (1,705,026) 5,079,159 (3,075,595)
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ 12,712,353 1,035,479 8,141,621 (1,125,833)
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... (602,249) (181,317) (490,699) 555,429
-------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ (30,219) 43,028 8,173 (5,718)
-------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 12,079,885 897,190 7,659,095 (576,122)

NET ASSETS:
Beginning of year................ 41,252,993 40,355,803 34,099,484 34,675,606
-------------- -------------- -------------- --------------
End of year...................... $ 53,332,878 $ 41,252,993 $ 41,758,579 $ 34,099,484
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------

HIGH
CONSERVATIVE YIELD
BALANCED BOND
------------------------------ ------------------------------
1995 1994 1995 1994
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income............ $ 486,462 $ 359,464 $ 73,425 $ 62,776
Capital gains distributions
received....................... 437,152 115,421 0 0
Realized gain (loss) on shares
redeemed
[average cost basis]........... 18,242 6,748 (535) 2,452
Net unrealized gain (loss) on
investments.................... 935,354 (598,093) 39,668 (85,121)
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ 1,877,210 (116,460) 112,558 (19,893)
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 87,711 571,807 (790) 21,126
-------------- -------------- -------------- --------------
NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ (22,015) (9,102) (8,260) 3,640
-------------- -------------- -------------- --------------
TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 1,942,906 446,245 103,508 4,873
NET ASSETS:
Beginning of year................ 10,960,490 10,514,245 662,475 657,602
-------------- -------------- -------------- --------------
End of year...................... $ 12,903,396 $ 10,960,490 $ 765,983 $ 662,475
-------------- -------------- -------------- --------------
-------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 AND A10.

A6
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

For the years ended December 31, 1995 and 1994

<TABLE>
<CAPTION>
SUBACCOUNTS
----------------------------------------------------------------------------------------------

STOCK EQUITY NATURAL
INDEX INCOME RESOURCES
------------------------------ ------------------------------ ------------------------------
1995 1994 1995 1994 1995 1994
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>

OPERATIONS:
Net investment income............ $ 13,423 $ 11,382 $ 24,231 $ 16,297 $ 3,612 $ 2,012
Capital gains distributions
received....................... 6,171 821 31,977 27,247 19,671 6,205
Realized gain (loss) on shares
redeemed
[average cost basis]........... 1,256 3,354 2,925 4,860 3,237 1,954
Net unrealized gain (loss) on
investments.................... 192,144 (12,240) 64,528 (44,244) 60,792 (24,890)
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ 212,994 3,317 123,661 4,160 87,312 (14,719)
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 98,492 11,474 115,142 147,153 38,282 58,409
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ (11,659) 5,387 (8,841) (1,555) (4,996) 1,637
-------------- -------------- -------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 299,827 20,178 229,962 149,758 120,598 45,327

NET ASSETS:
Beginning of year................ 554,936 534,758 535,486 385,728 317,964 272,637
-------------- -------------- -------------- -------------- -------------- --------------
End of year...................... $ 854,763 $ 554,936 $ 765,448 $ 535,486 $ 438,562 $ 317,964
-------------- -------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- -------------- --------------
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 AND A10.

A7
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS (CONTINUED)

For the years ended December 31, 1995 and 1994

<TABLE>
<CAPTION>
SUBACCOUNTS (CONTINUED)
----------------------------------------------------------------------------------------------

SMALL
GOVERNMENT PRUDENTIAL CAPITALIZATION
GLOBAL** INCOME JENNISON* STOCK*
------------------------------ ------------------------------ -------------- --------------
1995 1994 1995 1994 1995 1995
-------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C>

OPERATIONS:
Net investment income............ $ 2,484 $ 67 $ 11,942 $ 9,702 $ (18) $ 40
Capital gains distributions
received....................... 3,923 17 0 0 0 141
Realized gain (loss) on shares
redeemed
[average cost basis]........... 1,883 0 548 173 632 360
Net unrealized gain (loss) on
investments.................... 18,037 (5,739) 20,382 (18,996) 653 1,089
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM OPERATIONS........ 26,327 (5,655) 32,872 (9,121) 1,267 1,630
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM PREMIUM PAYMENTS
AND OTHER OPERATING TRANSFERS.... 62,108 123,441 17,297 8,770 30,835 8,464
-------------- -------------- -------------- -------------- -------------- --------------

NET INCREASE (DECREASE) IN NET
ASSETS
RESULTING FROM SURPLUS
TRANSFERS........................ (7,501) 11,674 (6,659) (4,225) 9,185 9,546
-------------- -------------- -------------- -------------- -------------- --------------

TOTAL INCREASE (DECREASE)
IN NET ASSETS.................... 80,934 129,460 43,510 (4,576) 41,287 19,640

NET ASSETS:
Beginning of year................ 129,460 0 166,943 171,519 0 0
-------------- -------------- -------------- -------------- -------------- --------------
End of year...................... $ 210,394 $ 129,460 $ 210,453 $ 166,943 $ 41,287 $ 19,640
-------------- -------------- -------------- -------------- -------------- --------------
-------------- -------------- -------------- -------------- -------------- --------------
**Commenced *Commenced
Business Business
on 5/1/94 on 5/1/95
</TABLE>

SEE NOTES TO FINANCIAL STATEMENTS ON PAGES A9 AND A10.

A8
<PAGE>

NOTES TO FINANCIAL STATEMENTS OF
PRUCO LIFE OF NEW JERSEY VARIABLE INSURANCE ACCOUNT
FOR THE YEARS ENDED DECEMBER 31, 1995 AND DECEMBER 31, 1994

NOTE 1: GENERAL

Pruco Life of New Jersey Variable Insurance Account (the "Account") was
established on November 10, 1982 under New Jersey law as a separate investment
account of Pruco Life Insurance Company of New Jersey ("Pruco Life of New
Jersey") which is a wholly-owned subsidiary of Pruco Life Insurance Company (an
Arizona domiciled company) and is indirectly wholly-owned by The Prudential
Insurance Company of America ("The Prudential"). The assets of the Account are
segregated from Pruco Life of New Jersey's other assets.

The Account is registered under the Investment Company Act of 1940, as amended,
as a unit investment trust. There are thirteen subaccounts within the Account,
each of which invests only in a corresponding portfolio of The Prudential Series
Fund, Inc. (the "Series Fund"). The Series Fund is a diversified open-end
management investment company and is managed by The Prudential.

New sales of the product which invests in the Account were discontinued as of
January 1, 1992. However, premium payments made by current Contract owners will
continue to be received by the Account.

NOTE 2: INVESTMENT INFORMATION FOR THE PRUDENTIAL SERIES FUND, INC.
PORTFOLIO

The net asset value per share for each portfolio of the Series Fund, the number
of shares of each portfolio held by the subaccounts of the Account and the
aggregate cost of investments in such shares at December 31, 1995 were as
follows:

<TABLE>
<CAPTION>
PORTFOLIOS
-------------------------------------------------------------------------
PORTFOLIO MONEY DIVERSIFIED FLEXIBLE CONSERVATIVE
INFORMATION MARKET BOND EQUITY MANAGED BALANCED
- -------------------------- ------------ ------------ ------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
Number of shares: 734,068 796,583 2,080,078 2,338,195 842,877
Net asset value per share: $ 10.0000 $ 11.3131 $ 25.6399 $ 17.8593 $ 15.3088
Cost: $ 7,340,681 $8,457,876 $ 35,688,213 $34,674,877 $ 11,551,030
</TABLE>
<TABLE>
<CAPTION>
PORTFOLIOS (CONTINUED)
--------------------------------------------------------
HIGH
PORTFOLIO YIELD STOCK EQUITY NATURAL
INFORMATION BOND INDEX INCOME RESOURCES
- -------------------------- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Number of shares: 98,198 43,663 47,044 25,392
Net asset value per share: $ 7.8004 $ 19.9561 $ 16.2709 $ 17.2718
Cost: $ 779,526 $ 611,624 $ 710,478 $ 363,502

PORTFOLIOS (CONTINUED)
--------------------------------------------------------
SMALL
PORTFOLIO GOVERNMENT PRUDENTIAL CAPITALIZATION
INFORMATION GLOBAL INCOME JENNISON STOCK
- -------------------------- ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C>
Number of shares: 13,545 17,875 3,291 1,660
Net asset value per share: $ 15.5332 $ 11.7189 $ 12.5468 $ 11.8334
Cost: $ 198,096 $ 203,365 $ 40,635 $ 18,551
</TABLE>

NOTE 3: CHARGES AND EXPENSES

A. Mortality Risk and Expense Risk Charges

The mortality risk and expense risk charges at an effective annual rate of
0.35% are applied daily against the net assets representing equity of
Contract owners held in each subaccount.

A9
<PAGE>

B. Expense Reimbursement

Pursuant to a prior merger agreement, the Account is reimbursed by Pruco
Life of New Jersey for expenses in excess of 0.40% of the average daily net
assets incurred by the Money Market, Diversified Bond, Equity, Flexible
Managed and the Conservative Balanced Portfolios of the Series Fund.

NOTE 4: TAXES

The operations of the subaccounts form a part of, and are taxed with, the
operations of Pruco Life of New Jersey. Under the Internal Revenue Code, all
ordinary income and capital gains allocated to the Contract owners are not taxed
to Pruco Life of New Jersey. As a result, the net asset values of the
subaccounts are not affected by federal income taxes on distributions received
by the subaccounts.

NOTE 5: NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM SURPLUS
TRANSFERS

The increase (decrease) in net assets resulting from surplus transfers
represents the net contributions (withdrawals) of Pruco Life of New Jersey to
the Account.

A10
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Contract Owners of
Pruco Life of New Jersey Variable Insurance
Account and the Board of Directors
of Pruco Life Insurance Company of New Jersey
Newark, New Jersey

We have audited the accompanying statements of net assets of Pruco Life of New
Jersey Variable Insurance Account of Pruco Life Insurance Company of New Jersey
(comprising, respectively, the Money Market, Diversified Bond, Equity, Flexible
Managed, Conservative Balanced, High Yield Bond, Stock Index, Equity Income,
Natural Resources, Global, Government Income, Prudential Jennison, and Small
Capitalization Stock subaccounts) as of December 31, 1995, the related
statements of operations for the periods presented in the year then ended, and
the statements of changes in net assets for each of the periods presented in the
two years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. Our procedures included
confirmation of securities owned as of December 31, 1995. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of each of the respective subaccounts
constituting the Pruco Life of New Jersey Variable Insurance Account as of
December 31, 1995, the results of their operations, and the changes in their net
assets for the respective stated periods in conformity with generally accepted
accounting principles.

Deloitte & Touche LLP
Parsippany, New Jersey
February 15, 1996

A11

<PAGE>

<TABLE>
FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

STATEMENTS OF FINANCIAL POSITION
<CAPTION>
DECEMBER 31,
------------------------------------
1995 1994
---------- ----------
($000'S)
<S> <C> <C>
ASSETS
Fixed maturities (market value $513,433
and $509,821)................................................. $ 498,041 $ 527,304
Policy loans...................................................... 98,194 85,277
Short-term investments............................................ 45,308 41,695
---------- ----------
Total Investments............................................. 641,543 654,276
Cash.............................................................. - 17
Accrued investment income......................................... 11,579 11,262
Premiums due and deferred......................................... 2,770 2,753
Receivable from affiliate......................................... 3,616 1,827
Federal income taxes.............................................. 368 8,597
Other assets...................................................... 253 1,549
Assets held in Separate Accounts.................................. 789,427 642,049
---------- ----------
TOTAL ASSETS........................................................... $1,449,556 $1,322,330
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
Policy liabilities and insurance reserves:
Future policy benefits and claims............................. $ 449,617 $ 497,353
Other policy claims and benefits payable...................... 2,494 3,268
Interest maintenance reserve (IMR) ........................... 8,216 6,931
Payable to affiliates............................................. 5,375 4,568
Other liabilities................................................. 8,878 14,117
Asset valuation reserve (AVR)..................................... 5,749 5,512
Liabilities related to Separate Accounts.......................... 777,620 627,515
---------- ----------
TOTAL LIABILITIES...................................................... 1,257,949 1,159,264
---------- ----------
STOCKHOLDER'S EQUITY:
Common Stock, $5 par value; 400,000 shares
authorized, issued and outstanding............................ 2,000 2,000
Paid-in capital................................................... 125,000 125,000
Unassigned surplus ............................................... 64,607 36,066
---------- ----------
TOTAL STOCKHOLDER'S EQUITY............................................. 191,607 163,066
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY............................. $1,449,556 $1,322,330
========== ==========
</TABLE>

<TABLE>
STATEMENT OF OPERATIONS
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------
1995 1994 1993
-------- -------- --------
($000'S)
<S> <C> <C> <C>
REVENUE
Premiums and annuity considerations................................. $ 97,660 $106,117 $105,390
Net investment income............................................... 44,580 44,381 47,700
Net realized investment gains/(losses).............................. 1,257 (2,825) 6,066
Other income........................................................ 3,900 3,201 2,831
-------- -------- --------
TOTAL REVENUE......................................................... 147,397 150,874 161,987
-------- --------- --------
BENEFITS AND EXPENSES
Current and future benefits and claims.............................. 89,115 100,555 100,514
Commission expenses................................................. 2,538 3,075 3,038
General, administrative and other expenses.......................... 18,133 17,149 19,182
-------- -------- --------
TOTAL BENEFITS AND EXPENSES........................................... 109,786 120,779 122,734
-------- -------- --------
Income before provision in lieu of federal
income tax . . . . . . ......................................... 37,611 30,095 39,253
Provision in lieu of federal
income tax...................................................... (8,833) (16,765) (19,460)
-------- -------- --------
NET INCOME.......................................................... $ 28,778 $ 13,330 $ 19,793
======== ======== ========
</TABLE>

SEE NOTES TO THE FINANCIAL STATEMENTS

B-1

<PAGE>

<TABLE>

FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY

STATEMENTS OF STOCKHOLDER'S EQUITY
<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------
1995 1994 1993
-------- -------- --------
($000'S)
<S> <C> <C> <C>
COMMON STOCK
Balance, beginning of year......................................... $ 2,000 $ 2,000 $ 2,000
Issued during year................................................. - - -
-------- -------- --------
Balance, end of year............................................... 2,000 2,000 2,000
-------- -------- --------
PAID-IN CAPITAL
Balance, beginning of year......................................... 125,000 125,000 125,000
Paid-in during year................................................ - - -
-------- -------- --------
Balance, end of year............................................... 125,000 125,000 125,000
-------- -------- --------
UNASSIGNED SURPLUS
Balance, beginning of year......................................... 36,066 22,942 29,333
Net income ........................................................ 28,778 13,330 19,793
Net unrealized investment gains/(losses) ......................... - - -
(Increase)/Decrease in AVR ........................................ (237) (206) (184)
Dividends to stockholder........................................... - - (26,000)
-------- -------- --------
Balance, end of year............................................... 64,607 36,066 22,942
-------- -------- --------
TOTAL STOCKHOLDER'S EQUITY............................................ $191,607 $163,066 $149,942
======== ======== ========

STATEMENTS OF CASH FLOWS

<CAPTION>
YEARS ENDED DECEMBER 31,
-------------------------------------------
1995 1994 1993
-------- -------- --------
($000'S)
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES
Net income ........................................................ $ 28,778 $ 13,330 $ 19,793
Adjustments to reconcile net income to
net cash from operations:
Increase (decrease) in policy
liabilities and insurance reserves........................... (48,509) (40,237) (13,998)
Net (increase) decrease in Separate
Accounts..................................................... 2,728 1,220 3,426
Net realized investment (gains)/loss............................ (1,257) 2,825 (6,066)
Amortization and other non-cash items........................... 879 1,696 1,791
(Increase) decrease in operating assets:
Policy loans................................................. (12,917) (15,511) (13,921)
Accrued investment income.................................... (317) (679) 500
Premiums due and deferred.................................... (17) 268 115
Receivable from affiliate.................................... (1,789) (132) (953)
Federal income taxes ........................................ 8,229 (8,448) 4,065
Other assets................................................. 1,296 2,760 (3,808)
Increase (decrease) in operating liabilities:
Payable to affiliates........................................ 807 (3,419) 732
Federal income taxes........................................... - - -
Other liabilities............................................ (5,239) 10,522 (1,271)
-------- -------- --------
CASH FLOW FROM (USED FOR) OPERATING ACTIVITIES........................ (27,328) (35,805) (9,595)
-------- -------- --------
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from the sale/maturity of:
Fixed maturities................................................ 553,681 705,889 443,879
Payments for the purchase of:
Fixed maturities................................................ (522,757) (658,008) (391,561)
Net proceeds (payments) of short-term
investments..................................................... (3,613) (12,096) (17,838)
-------- -------- --------
CASH FLOW FROM (USED FOR) INVESTING ACTIVITIES........................ 27,311 35,785 34,480
-------- -------- --------
CASH FLOW FROM FINANCING ACTIVITIES
Dividends paid..................................................... - - (26,000)
-------- -------- --------
Net increase (decrease) in Cash.................................... (17) (20) (1,115)
Cash, beginning of year............................................ 17 37 1,152
-------- -------- --------
CASH, END OF YEAR..................................................... $ 0 $ 17 $ 37
======== ======== ========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid in lieu of income taxes.................................. $ 7,900 $ 17,679 $ 15,396
======== ======== ========
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
Dividends paid in the form of fixed
maturities...................................................... $ - $ - $ -
======== ======== ========
</TABLE>

SEE NOTES TO THE FINANCIAL STATEMENTS

B-2

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993

1. GENERAL

Pruco Life Insurance Company of New Jersey (the Company), a stock life
insurance company domiciled in the State of New Jersey, is an indirect
subsidiary of The Prudential Insurance Company of America (The Prudential),
a mutual life insurance company, and a direct subsidiary of Pruco Life
Insurance Company (Pruco Life), a stock life insurance company domiciled in
the State of Arizona. The Company markets individual life insurance and
single-pay deferred annuities through The Prudential's sales force.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRINCIPLES

A. BASIS OF PRESENTATION

The financial statements are presented in conformity with generally
accepted accounting principles ("GAAP"), which for mutual life
insurance companies and their insurance subsidiaries are statutory
accounting practices prescribed or permitted by the National
Associations of Insurance Commissioners ("NAIC") and their respective
domiciliary home state insurance departments. Prescribed statutory
accounting practices include publications of the NAIC, state laws,
regulations and general administrative rules. Permitted statutory
accounting practices encompass all accounting practices not so
prescribed.

Certain reclassifications have been made to the 1993 and 1994 financial
statements and footnotes to conform to the 1995 presentation. Included
in the Statement of Operations are certain items which, under statutory
accounting practices, are charged or credited directly to surplus.

Pruco Life Insurance Company of New Jersey, domiciled in the State of
New Jersey, prepares its statutory financial statements in accordance
with accounting practices prescribed or permitted by the New Jersey
Department of Insurance ("the Department").

The Company, with permission from the Department, prepares an Annual
Report that differs from the Annual Statement filed with the Department
in that subsidiaries are consolidated and certain financial statement
captions are presented differently.

Management has used estimates and assumptions in the preparation of the
financial statements that affect the reported amounts of assets,
liabilities, revenue and expenses. Actual results could differ from
those estimates.

The following is a reconciliation of Statutory Net Income with net
income per the financial statements.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
----------------------------------------
1995 1994 1993
------- ------- -------
($000'S)
<S> <C> <C> <C>
Statutory net income including net
gains and losses on sales of investments ................. $25,567 $16,309 $20,075
Adjustments to reconcile to net income
as follows:
Change in General Account reserve
due to changes in valuation basis ........................ 24 3,156 166
Gain/(Loss) due to income tax applicable
to other than current year................................ 5,266 (7,534) -
Net gain/(loss) from operations in
Separate Accounts......................................... (2,080) 1,372 (458)
Other........................................................ 1 27 10
------- ------- -------
Net Income................................................... $28,778 $13,330 $19,793
======= ======= =======
</TABLE>

B. FUTURE APPLICATION OF ACCOUNTING STANDARDS

The Financial Accounting Standards Board (the "FASB") issued
Interpretation No. 40, "Applicability of Generally Accepted Accounting
Principles to Mutual Life Insurance and Other Enterprises", which, as
amended, is effective for fiscal years beginning after December 15,
1995. Interpretation No. 40 changes the current practice of mutual life
insurance companies with respect to utilizing statutory basis financial
statements for general purposes, in not allowing such financial
statements to be referred to as having been prepared in accordance with

B-3

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993

GAAP. Interpretation No. 40 requires GAAP financial statements of
mutual life insurance companies to apply all GAAP pronouncements,
unless specifically exempted. Implementation of Interpretation No. 40
will require significant effort and judgement. The Company is assessing
the impact of Interpretation No. 40 on its consolidated financial
statements, such effort has not been completed. Management currently
believes surplus will increase significantly.

C. INVESTMENTS

Fixed maturities are stated at amortized cost. Short-term investments
are stated at amortized cost, which approximates fair value.

Policy loans are stated primarily at unpaid principal balances.

Realized investment gains and losses are reported based on specific
identification of the investments sold.

D. FUTURE POLICY BENEFITS, LOSSES, AND CLAIMS

Reserves for individual life insurance are calculated using various
methods, interest rates and mortality tables which produce reserves
that meet the aggregate requirements of state laws and regulations.
Approximately 7% of individual life insurance reserves are determined
using the net level premium method, or by using the greater of net
level premium reserve or the policy cash value. About 93% of individual
life insurance reserves are calculated according to the Commissioner's
Reserve Valuation Method (CRVM), or methods which compare CRVM reserves
to policy cash values.

Reserves for deferred individual annuity contracts are determined using
the Commissioner's Annuity Reserve Valuation Method (CARVM) and the Net
Level Premium Method.

For life insurance and annuities, unpaid claims include estimates of
both death benefits on reported claims and those which are incurred but
not reported.

Reserves for other deposit funds or other liabilities with life
contingencies reflect the contract deposit account or experience
accumulation for the contract and any purchased annuity reserves.

E. REVENUE RECOGNITION AND RELATED EXPENSES

Premium revenues are recognized as income over the premium paying
period of the related policy. Annuity considerations are recognized as
revenue when received. Expenses, including new business acquisition
costs such as commissions, are charged to operations as incurred.

F. FEDERAL INCOME TAXES

The Company is a member of a group of affiliated companies which join
in filing a consolidated federal tax return. Pursuant to a tax
allocation agreement, current tax liabilities are determined for
individual companies based upon their separate return basis taxable
income. Members with taxable income incur an amount in lieu of the
separate return basis federal tax. Members with a loss for tax purposes
recognize a current benefit in proportion to the amount of their losses
utilized in computing consolidated taxable income. Differences between
estimated liabilities and actual payments are included in the current
year's operations as an adjustment to the provision in lieu of income
taxes. For the year 1993, the Company was allocated a portion of the
consolidated income tax liability attributable to Section 809 in the
Internal Revenue Code (commonly referred to as the "Equity Tax"). Since
1994, the Company has no longer been allocated this Equity Tax.

Taxes on the Company are calculated under the Internal Revenue Code of
1986 which provides that life insurance companies be taxed on their
gain from operations after dividends to policyholders. In calculating
this tax, the Code requires the capitalization and amortization of
policy acquisition expenses.

G. ASSET VALUATION RESERVE AND INTEREST MAINTENANCE RESERVE

The Asset Valuation Reserve (AVR) and the Interest Maintenance Reserve
(IMR) are required for life insurance companies under NAIC regulations.
The AVR is calculated based on a statutory formula and designed to
mitigate the effects of valuation and credit-related losses on
unassigned surplus.

B-4

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993

The components of AVR at December 31, 1995 and 1994 are as follows:

FIXED MATURITIES
($000,s)
----------------
Beginning of Year 1994 -- AVR .................... $ 5,306
Additions ........................................ 206
Deductions ....................................... -
-------
End of Year 1994 -- AVR .......................... $ 5,512
=======
Beginning of Year 1995 -- AVR .................... $ 5,512
Additions ........................................ 237
Deductions ....................................... -
=======
End of Year 1995 -- AVR .......................... $ 5,749
=======

The IMR captures net realized capital gains and losses resulting from
changes in the general level of interest rates. These gains and losses
are amortized into investment income over the expected remaining life
of the investment sold. The IMR balance was $8.2 million, and $ 6.9
million at December 31, 1995 and 1994 respectively. "Net realized
investment gains/(losses)" of $2.3 million and $(5.5) million were
deferred in 1995 and 1994, respectively. Amortized into "Net investment
income" were $1.1 million and $2.0 million of IMR for the year ended
December 31, 1995 and 1994, respectively.

H. SEPARATE ACCOUNTS

Separate accounts represent funds for which investment income and
investment gains and losses accrue directly to, and investment risk is
borne by, the policyholders. Assets are carried at market value.
Deposits to such accounts are included in revenues with a corresponding
liability increase included in benefits and expenses. The assets of
each account are legally segregated and are not subject to claims that
arise out of any other business of the Company. Consequently,
management believes that is appropriate to combine Separate Account
policyholder net investment income and net realized and unrealized
capital gains/(losses) along with benefit payments and change in
reserves in "Current and future benefits and claims". Policyholder net
investment income and net realized and unrealized gains/(losses) for
the years ended December 31, 1995, 1994 and 1993 were $152 million,
$(7) million and $86 million, respectively.

B-5

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993

3. FEDERAL INCOME TAXES

The following is a reconciliation of the Company's federal tax provision as
computed at the federal tax rate with that computed at the Company's
effective tax rate.

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1995 1994 1993
------- ------- -------
($000'S)
<S> <C> <C> <C>
Income before provision in lieu of federal income taxes....... $37,611 $30,095 $39,253
Statutory tax rate............................................ 35% 35% 35%
------- ------- -------
Expected federal income taxes ................................ $13,164 $10,533 $13,739
Tax effect of:
Statutory/tax policy reserve difference.................. (3,994) 4,279 1,367
Timing differences in tax/book income recognition........ 1,366 (2,743) 2,151
Timing differences in tax/book income recognition--other. (840) (78) (25)
(Increase)/Decrease in life insurance
premiums deferred and uncollected .................... (14) 94 40
Capitalization of policy acquisition expenses............ (849) 4,680 1,541
Allocated equity tax..................................... - - 647
------- ------- -------
Federal income taxes. . . .................................... $ 8,833 $16,765 $19,460
======= ======= =======
Effective tax rate............................................ 23% 56% 50%
======= ======= =======
</TABLE>

4. NET INVESTMENT INCOME

Net investment income consisted of:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1995 1994 1993
------- ------- -------
($000'S)
<S> <C> <C> <C>
Gross investment income
Fixed maturities........................................... $36,861 $36,565 $40,546
Policy loans............................................... 5,029 4,290 3,506
Short-term investments..................................... 2,290 2,364 1,817
Other...................................................... 51 44 25
------- ------- -------
44,231 43,263 45,894
Investment expenses........................................... (701) (906) (581)
------- ------- -------
43,530 42,357 45,313
Amortization of interest maintenance reserve.................. 1,050 2,024 2,387
------- ------- -------
Net investment income............................................ $44,580 $44,381 $47,700
======= ======= =======
</TABLE>
B-6

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993

5. INVESTMENTS AND INVESTMENT GAINS (LOSSES)

Net realized and unrealized gains (losses) were as follows:

<TABLE>
<CAPTION>
YEARS ENDED DECEMBER 31,
1995 1994 1993
------- ------- -------
($000'S)
<S> <C> <C> <C>
Realized Gains
Fixed maturities....................................... $ 3,593 $(8,311) $13,225
Short-term investments................................. - 1 26
Tax effected amounts transferred to
interest maintenance reserve........................... (2,335) 5,485 (7,185)
------- ------- -------
Net realized investment gains.............................. $ 1,258 $(2,825) $ 6,066
======= ======= =======
Unrealized Gains (Losses)
Fixed maturities....................................... $ - $ - $ -
------- ------- -------
Net unrealized investment gains ........................... - - -
Balance beginning of year.................................. - - -
------- ------- -------
Balance end of year........................................ $ - $ - $ -
======= ======= =======
</TABLE>

<TABLE>
FIXED MATURITIES
----------------
($000'S)
<CAPTION>

AT DECEMBER 31,
INCREASE (DECREASE) IN
AMORTIZED MARKET DIFFERENCE BETWEEN MARKET VALUE
COST VALUE AND AMORTIZED COST DURING THE YEAR
-------- -------- ----------------------------------
<S> <C> <C> <C>
1995.................. $498,041 $513,433 $32,875
1994.................. 527,304 509,821 (36,813)
1993.................. 587,213 606,543 (1,472)
</TABLE>

The amortized cost and estimated market values of investments in fixed
maturities at December 31, 1995 and 1994 are as follows:

<TABLE>
<CAPTION>
1995
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
($000's) ($000's) ($000's) ($000's)
-------- ------- ------- --------
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of
U.S. government corporations
and agencies............................... $ 81,806 $ 1,287 $ - $ 83,093
Debt securities issued by foreign
governments and their agencies............. 25,849 1,128 - 26,977
Corporate securities......................... 353,514 11,131 340 364,305
Mortgage-backed securities................... 36,871 2,192 5 39,058
-------- ------- ------- --------
Total........................................ $498,040 $15,738 $ 345 $513,433
======== ======= ======= ========
</TABLE>
B-7

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993
<TABLE>
<CAPTION>
1994
GROSS GROSS ESTIMATED
AMORTIZED UNREALIZED UNREALIZED MARKET
COST GAINS LOSSES VALUE
($000's) ($000's) ($000's) ($000's)
-------- ------- ------- --------
<S> <C> <C> <C> <C>
U.S. Treasury securities and obligations of
U.S. government corporations
and agencies............................... $116,502 $ 10 $11,641 $104,871
Debt securities issued by foreign
governments and their agencies............. 34,554 1,631 723 35,462
Corporate securities......................... 336,641 1,261 7,524 330,378
Mortgage-backed securities................... 39,607 180 677 39,110
-------- ------- ------- --------
Total........................................ $527,304 $ 3,082 $20,565 $509,821
======== ======= ======= ========
</TABLE>

The amortized cost and estimated market value of fixed maturities at
December 31, 1995 by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because borrowers may
have the right to call or prepay obligations with or without call or
prepayment penalties.

<TABLE>
<CAPTION>
ESTIMATED
AMORTIZED MARKET
COST VALUE
($000'S) ($000's)
-------- --------
<S> <C> <C>
Due in one year or less........................................................... $ 57,798 $ 58,194
Due after one year through five years............................................. 329,260 339,601
Due after five years through ten years............................................ 55,151 57,404
Due after ten years............................................................... 18,960 19,176
-------- --------
461,169 474,375
Mortgage-backed securities........................................................ 36,872 39,058
-------- --------
Total............................................................................. $498,041 $513,433
======== ========
</TABLE>

Proceeds from the sale/maturity of fixed maturities during 1995, 1994 and
1993 were $553.7 million, $705.9 million and $443.9 million, respectively.
Gross gains of $6.8 million, $3.3 million and $13.4 million and gross
losses of $3.2 million, $11.6 million and $.2 million were realized on
those sales during 1995, 1994 and 1993, respectively.

The Company invests in both investment grade and non-investment grade
securities. The Securities Valuation Office (SVO) of the NAIC rates fixed
maturities held by insurers (SVO rated securities accounted for
approximately 94.3% and 99.0% of the Company's total fixed maturities
balances at December 31, 1995 and 1994, respectively) for regulatory
purposes and groups investments into six categories ranging from highest
quality bonds to those in or near default. The lowest three NAIC categories
represent, for the most part, high yield securities and are defined by the
NAIC as including any security with a public agency rating of B+ or B1 or
less. At December 31, 1995 the Company held two securities at statement
value of $4.5 million with a NAIC rating of 4. At December 31, 1994, the
Company held no securities in the three lowest NAIC categories.

6. RELATED PARTY TRANSACTIONS

A. SERVICE AGREEMENTS

The Company, The Prudential, Pruco Life, and Pruco Securities
Corporation, an indirect wholly-owned subsidiary of the Prudential,
operate under service and lease agreements whereby services of
officers and employees, supplies, use of equipment and office space
are provided. The net cost of these services allocated to the Company
were $16 million, $15 million, and $17 million for the years ended
December 31, 1995, 1994 and 1993, respectively.

B-8

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993

B. EMPLOYEES BENEFIT PLANS

PENSION PLANS

The Company is a wholly-owned subsidiary of The Prudential which,
sponsors several defined benefit pension plans that cover
substantially all of its employees. Benefits are generally based on
career average earnings and credited length of service. The
Prudential's funding policy is to contribute annually the amount
necessary to satisfy the Internal Revenue Service contribution
guidelines.

No pension expense for contributions to the plan was allocated to the
Company in 1995, 1994 or 1993 because the plan was subject to the full
funding limitation under the Internal Revenue Code.

POSTRETIREMENT LIFE AND HEALTH BENEFITS

The Prudential also sponsors certain life insurance and health care
benefits for its retired employees. Substantially all employees may
become eligible to receive a benefit if they retire after age 55 with
at least 10 years of service. Postretirement benefits, with respect to
The Prudential, are recognized in accordance with prescribed NAIC
policy. The Prudential has elected to amortized its obligation over
twenty years. A provision for contributions to the postretirement fund
is included in the net cost of services allocated to the Company
discussed above for the years ended December 31, 1995, 1994 and 1993.

C. REINSURANCE

The Company currently has one reinsurance agreement in place with The
Prudential (the reinsurer). Specifically: a Yearly Renewable Term
agreement in which the Company may offer and the reinsurer may accept
reinsurance on any life in excess of the Company's maximum limit of
retention ($2.5 million). This agreement had no material effect on net
income for the years ended December 31, 1995, 1994, 1993.

D. OTHER TRANSACTIONS

The Company has issued approximately 375 variable appreciable life
contracts to The Prudential for the purpose of funding non-qualified
pension benefits for certain employees. Included in insurance premiums
and annuity considerations are $12 million each for the years ended
December 31, 1995, 1994 and 1993, which are attributable to these
contracts.

7. DIVIDENDS

The Company is subject to New Jersey law which limits the amount of
dividends that insurance companies can pay to stockholders. The maximum
dividend that may be paid in any 12 month period without prior approval of
the New Jersey Commissioner of Insurance is limited to the greater of 10%
of surplus as of December 31 of the preceding year or the net gain from
operations of the preceding calendar year. Based on these limitations, the
Company would be permitted a maximum of $26 million in dividend
distributions in 1996, all of which could be paid in cash, without the
approval from The Department of Insurance of the State of New Jersey.

8. FAIR VALUE INFORMATION

The fair value amounts have been determined by the Company using available
information and reasonable valuation methodologies for only those accounts
for which fair value disclosures are required. Considerable judgment is
necessarily applied in interpreting data to develop the estimates of fair
value. Accordingly, the estimates presented may not be realized in a
current market exchange. The use of different market assumptions and/or
estimation methodologies could have a material effect on the estimated fair
values.

The following methods and assumptions were used in calculating the fair
values. For all other financial instruments presented in the table, the
carrying value is a reasonable estimate of fair value.

FIXED MATURITIES. Fair values for fixed maturities, other than private
placement securities, are based on quoted market prices or estimates from
independent pricing services. Fair values for private placement securities
are estimated using a discounted cash flow model which considers the
current market spreads between the U.S.

B-9

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS OF
PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
FOR THE YEARS ENDED DECEMBER 31, 1995, 1994, AND 1993

Treasury yield curve and corporate bond yield curve adjusted for the type
of issue, its current quality and its remaining average life. The fair
value of certain non-performing private placement securities is based on
amounts provided by state regulatory authorities.

POLICY LOANS. The estimated fair value is calculated using a discounted
cash flow model based upon current U.S. Treasury rates and historical loan
repayments.

INVESTMENT-TYPE INSURANCE CONTRACT LIABILITIES. Fair values for the
Company's investment-type insurance contract liabilities are estimated
using a discounted cash flow model, based on interest rates currently being
offered for similar contracts.

The following table discloses the carrying amounts and estimated fair
values of the Company's financial instruments at December 31, 1995 and
1994.

<TABLE>
<CAPTION>
($000's) ($000's)

1995 1994
------------------------- -------------------------
CARRYING FAIR CARRYING FAIR
VALUE VALUE VALUE VALUE
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Financial Assets:
Fixed maturities ......................... $498,041 $513,433 $527,304 $509,821
Policy loans ............................. 98,194 99,057 85,277 76,734
Short-term investments ................... 45,308 45,308 41,695 41,695

Financial Liabilities:
Investment-type insurance contracts ...... $100,625 $ 99,929 $166,183 $159,463

</TABLE>

9. CONTINGENCIES

Several actions have been brought against the Company on behalf of those
persons who purchased life insurance policies based on complaints about
sales practices engaged in by The Prudential, the Company, and agents
appointed by The Prudential and the Company. The Prudential has agreed to
indemnify the Company for any and all losses resulting from such
litigation.

B-10

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors of
Pruco Life Insurance Company of New Jersey
Newark, New Jersey

We have audited the accompanying statements of financial position of Pruco Life
Insurance Company of New Jersey (the "Company") as of December 31, 1995 and
1994, and the related statements of operations, stockholder's equity, and cash
flows for each of the three years in the period ended December 31, 1995. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements based on our
audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Pruco Life Insurance Company of New
Jersey as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for each of the three years in the period ended December 31, 1995
in conformity with generally accepted accounting principles.

Deloitte & Touche LLP
Parsippany, New Jersey
March 15, 1996

B-11

<PAGE>

<TABLE>
<CAPTION>
ADDITIONAL ILLUSTRATIONS OF
CASH VALUES, DEATH BENEFITS, AND ACCUMULATED PREMIUMS
-----------------------------------------------------

VARIABLE LIFE INSURANCE CONTRACT
MALE ISSUE AGE 25
$50,000 GUARANTEED DEATH BENEFIT
$536.50 ANNUAL PREMIUM FOR STANDARD UNDERWRITING RISK (1)
USING MAXIMUM CONTRACTUAL MORTALITY CHARGES

(2) ASSUMES NO CONTRACT LOAN HAS BEEN MADE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING INTEREST RATES, AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A CONTRACT WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
CONTRACT YEARS. NO REPRESENTATIONS CAN BE MADE BY PRUCO LIFE OF NEW JERSEY OR
THE SERIES FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

DEATH BENEFIT (2) CASH VALUE (2)
---------------------------------------------- ----------------------------------------------
ASSUMING HYPOTHETICAL GROSS (AND NET) ASSUMING HYPOTHETICAL GROSS (AND NET)
PREMIUMS ANNUAL INVESTMENT RETURN OF ANNUAL INVESTMENT RETURN OF
END OF ACCUMULATED ---------------------------------------------- ----------------------------------------------
POLICY AT 4% INTEREST 0% GROSS 6% GROSS 12% GROSS 0% GROSS 6% GROSS 12% GROSS
YEAR PER YEAR (-0.87% NET) (5.13% NET) (11.13% NET) (-0.87% NET) (5.13% NET) (11.13% NET)
---------- -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $ 977 $50,000 $50,010 $ 50,065 $ 197 $ 214 $ 231
2 $ 1,992 $50,000 $50,043 $ 50,275 $ 815 $ 887 $ 962
3 $ 3,048 $50,000 $50,097 $ 50,634 $ 1,416 $ 1,583 $ 1,761
4 $ 4,147 $50,000 $50,173 $ 51,147 $ 2,001 $ 2,302 $ 2,635
5 $ 5,289 $50,000 $50,271 $ 51,833 $ 2,640 $ 3,120 $ 3,671
6 $ 6,477 $50,000 $50,391 $ 52,699 $ 3,262 $ 3,966 $ 4,806
7 $ 7,713 $50,000 $50,533 $ 53,753 $ 3,867 $ 4,841 $ 6,049
8 $ 8,998 $50,000 $50,696 $ 55,001 $ 4,454 $ 5,745 $ 7,410
9 $10,335 $50,000 $50,879 $ 56,454 $ 5,024 $ 6,680 $ 8,901
10 $11,725 $50,000 $51,082 $ 58,120 $ 5,576 $ 7,645 $10,533
15 $19,554 $50,000 $52,383 $ 70,039 $ 8,032 $12,908 $21,268
20 $29,080 $50,000 $54,116 $ 89,212 $ 9,939 $18,864 $37,832
25 (AGE 65) $40,670 $50,000 $56,236 $118,005 $11,287 $25,481 $63,151
</TABLE>

(2) ASSUMES NO CONTRACT LOAN HAS BEEN MADE.

THE HYPOTHETICAL INVESTMENT RATES OF RETURN SHOWN ABOVE AND ELSEWHERE IN THIS
PROSPECTUS ARE ILLUSTRATIVE ONLY AND SHOULD NOT BE DEEMED A REPRESENTATION OF
PAST OR FUTURE INVESTMENT RATES OF RETURN. ACTUAL RATES OF RETURN MAY BE MORE OR
LESS THAN THOSE SHOWN AND WILL DEPEND ON A NUMBER OF FACTORS INCLUDING THE
INVESTMENT ALLOCATIONS MADE BY AN OWNER, PREVAILING INTEREST RATES, AND RATES OF
INFLATION. THE DEATH BENEFIT AND CASH VALUE FOR A CONTRACT WOULD BE DIFFERENT
FROM THOSE SHOWN IF THE ACTUAL RATES OF RETURN AVERAGED 0%, 6%, AND 12% OVER A
PERIOD OF YEARS BUT ALSO FLUCTUATED ABOVE OR BELOW THOSE AVERAGES FOR INDIVIDUAL
CONTRACT YEARS. NO REPRESENTATIONS CAN BE MADE BY PRUCO LIFE OF NEW JERSEY OR
THE SERIES FUND THAT THESE HYPOTHETICAL RATES OF RETURN CAN BE ACHIEVED FOR ANY
ONE YEAR OR SUSTAINED OVER ANY PERIOD OF TIME.

<PAGE>

VARIABLE------------------------------------------------------------------------
LIFE INSURANCE
CONTRACTS

PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
213 Washington Street
Newark, New Jersey 07102-2992
Telephone: (800) 437-4016, Ext. 46

<PAGE>

PART II

OTHER INFORMATION

<PAGE>

UNDERTAKING TO FILE REPORTS

Subject to the terms and conditions of Section 15(d) of the Securities Exchange
Act of 1934, the undersigned Registrant hereby undertakes to file with the
Securities and Exchange Commission such supplementary and periodic information,
documents, and reports as may be prescribed by any rule or regulation of the
Commission heretofore or hereafter duly adopted pursuant to authority conferred
in that section.

UNDERTAKING WITH RESPECT TO INDEMNIFICATION

The Prudential Directors' and Officers' Liability and Corporation Reimbursement
Insurance Program, purchased by The Prudential from Aetna Casualty & Surety
Company, CNA Insurance Companies, Lloyds of London, Great American Insurance
Company, Reliance Insurance Company, Corporate Officers & Directors Assurance
Ltd., A.C.E. Insurance Company, Ltd., XL Insurance Company, Ltd., and
Zurich-American Insurance Company, provides reimbursement for "Loss" (as defined
in the policies) which the Company pays as indemnification to its directors or
officers resulting from any claim for any actual or alleged act, error,
misstatement, misleading statement, omission, or breach of duty by persons in
the discharge of their duties in their capacities as directors or officers of
The Prudential, any of its subsidiaries, or certain investment companies
affiliated with The Prudential. Coverage is also provided to the individual
directors or officers for such Loss, for which they shall not be indemnified.
Loss essentially is the legal liability on claims against a director or officer,
including adjudicated damages, settlements and reasonable and necessary legal
fees and expenses incurred in defense of adjudicatory proceedings and appeals
therefrom. Loss does not include punitive or exemplary damages or the multiplied
portion of any multiplied damage award, criminal or civil fines or penalties
imposed by law, taxes or wages, or matters which are uninsurable under the law
pursuant to which the policies are construed.

There are a number of exclusions from coverage. Among the matters excluded are
Losses arising as the result of (1) claims brought about or contributed to by
the criminal or fraudulent acts or omissions or the willful violation of any law
by a director or officer, (2) claims based on or attributable to directors or
officers gaining personal profit or advantage to which they were not legally
entitled, and (3) claims arising from actual or alleged performance of, or
failure to perform, services as, or in any capacity similar to, an investment
adviser, investment banker, underwriter, broker or dealer, as those terms are
defined in the Securities Act of 1933, the Securities Exchange Act of 1934, the
Investment Advisers Act of 1940, the Investment Company Act of 1940, any rules
or regulations thereunder, or any similar federal, state or local statute, rule
or regulation.

The limit of coverage under the Program for both individual and corporate
reimbursement coverage is $150,000,000. The retention for corporate
reimbursement coverage is $10,000,000 per loss.

The relevant provisions of New Jersey law permitting or requiring
indemnification, New Jersey being the state of organization of The Prudential
and Pruco Life of New Jersey, can be found in Section 14A:3-5 of the New Jersey
Statutes Annotated. The text of The Prudential's by-law 26, which relates to
indemnification of officers and directors, is incorporated by reference to
Exhibit 1.A.(6)(b) of Post-Effective Amendment No. 1 to Form S-6, Registration
No. 33-61079, filed April 25, 1996, on behalf of The Prudential Variable
Appreciable Account. The text of Pruco Life of New Jersey's by-laws, Article V,
which relates to indemnification of officers and directors, is incorporated by
reference to Exhibit (8)(ii) to this Registration Statement.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions or otherwise, the Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-1

<PAGE>

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement comprises the following papers and documents:

The facing sheet.

The Cross-reference to items required by Form N-8B-2.

The prospectus consisting of 54 pages.

The undertaking to file reports.

The undertaking with respect to indemnification.

The signatures.

Written consents of the following persons:

1. Deloitte and Touche LLP, independent auditors.

2. Clifford E. Kirsch, Esq.

3. Nancy Davis, FSA, MAAA

The following exhibits:

1. The following exhibits correspond to those required by paragraph A of the
instructions as to exhibits in Form N-8B-2:

A. (1) Resolution of Board of Directors of Pruco Life Insurance Company
of New Jersey establishing the Pruco Life of New Jersey Variable
Insurance Account. (Note 2)
(2) Not Applicable.
(3) Distributing Contracts:
(a) Distribution Agreement between Pruco Securities
Corporation and Pruco Life Insurance Company of New
Jersey. (Note 3)
(b) Proposed form of Agreement between Pruco Securities
Corporation and independent brokers with respect to the
Sale of the Contracts. (Note 4)
(c) Schedules of Sales Commissions. (Note 3)
(4) Not Applicable.
(5) (a) Variable Life Insurance Contract. (Note 2)
(b) Illustrative Tabular Cash Values. (Note 3)
(c) Copy of New York PLY-5 Endorsement to the Variable Life
Contract. (Note 5)
(d) Copy of New York and New Jersey PLY-6 Endorsement to the
Variable Life Contract. (Note 5)
(e) Copy of New York PLY 39 Endorsement to the Variable Life
Contract. (Note 6)
(f) Copy of New Jersey PLIY 39 Endorsement to the Variable
Life Contract. (Note 6)
(g) Copy of New York jacket to the Variable Life Insurance
Contract. (Note 7)
(h) Copy of page 5 to the Variable Life Insurance
Contract--New York issues. (Note 7)
(i) Copy of page 7 to the Variable Life Insurance
Contract--New York issues. (Note 7)
(j) Copy of New York and New Jersey PLY 50 Endorsement to the
Variable Life Insurance Contract. (Note 7)
(k) Copy of New York PLY 36 Endorsement to the Variable Life
Insurance Contract. (Note 7)
(l) Copy of New Jersey PLIY 38 Endorsement to the Variable
Life Insurance Contract. (Note 7)
(m) Copy of New Jersey PLIY 62-85 Endorsement to the Variable
Life Insurance Contract. (Note 8)
(n) Copy of New York PLY 61-85 Endorsement to the Variable
Life Insurance Contract. (Note 8)
(6) (a) Articles of Incorporation of Pruco Life Insurance Company
of New Jersey, as amended March 11, 1983. (Note 10)
(b) By-laws of Pruco Life Insurance Company of New Jersey, as
amended February 1, 1991. (Note 10)
(7) Not Applicable.

II-2

<PAGE>

(8) Not Applicable.
(9) Not Applicable.
(10) (a) Application Form for Variable Life Insurance Contract.
(Note 2)
(b) Supplement to the Application for Variable Life Insurance
Contract. (Note 2)
(c) Application Form for Variable Life Insurance
Contract--New York issues. (Note 7)
(d) Application Form for Variable Life Insurance
Contract--New Jersey issues. (Note 7)
(11) Form of Notice of Withdrawal Right. (Note 4)
(12) Memorandum describing Pruco Life of New Jersey's issuance,
transfer, and redemption procedures for the Contracts pursuant
to Rule 6e-2(b) (12)(ii) and method of computing cash adjustment
upon exercise of right to exchange for fixed-benefit insurance
pursuant to Rule 6e- 2(b)(13)(v)(B). (Note 7)
(13) Available Contract Riders.
(a) Rider for Insured's Waiver of Premium Benefit. (Note 3)
(b) Rider for Insured's Accidental Death Benefit. (Note 3)
(c) Rider for Term Insurance Benefit on Life of
Insured-Decreasing Amount. (Note 3)
(d) Rider for Option to Purchase Additional Insurance on Life
of Insured. (Note 3)
(e) Rider for Interim Term Insurance Benefit. (Note 3)
(f) Rider for Term Insurance Benefit on Life of Insured
Spouse-Decreasing Amount. (Note 3)
(g) Rider for Level Term Insurance Benefit on Dependent
Children. (Note 3)
(h) Rider Exempting Child from Reinstatement--New York
Issues. (Note 5)
(i) Rider Exempting Child from Reinstatement--New Jersey
Issues. (Note 5)
(j) Rider for Level Term Insurance Benefit on Dependent
Children--New York Issues. (Note 5)
(k) Rider for Level Term Insurance Benefit on Dependent
Children--New Jersey Issues. (Note 5)
(l) Rider for Reduced Paid-Up Insurance--New York Issues.
(Note 5)
(m) Rider for Reduced Paid-Up Insurance--New Jersey Issues.
(Note 5)
(n) Rider for Insured's Waiver of Premium Benefit--New York
Issues. (Note 5)
(o) Rider for Insured's Waiver of Premium Benefit--New Jersey
Issues. (Note 5)
(p) Rider for Insured's Accidental Death Benefit--New York
Issues. (Note 5)
(q) Rider for Insured's Accidental Death Benefit--New Jersey
Issues. (Note 5)
(r) Rider Defining Incontestability Period--New York Issues.
(Note 5)
(s) Rider Defining Incontestability Period--New Jersey
Issues. (Note 5)
(t) Rider Defining Incontestability Period--New York Issues.
(Note 5)
(u) Rider Defining Incontestability Period--New Jersey
Issues. (Note 5)
(v) Rider for Modification of Insured's Waiver of Premium
Benefit Provision--New York Issues. (Note 5)
(w) Rider for Modification of Insured's Waiver of Premium
Benefit Provision--New Jersey Issues. (Note 5)
(x) Rider for Termination of Benefit--New York Issues. (Note
5)
(y) Rider for Termination of Benefit--New Jersey Issues.
(Note 5)
(z) Rider for Automatic Premium Loan--New York Issues. (Note
5)
(aa) Rider for Automatic Premium Loan--New Jersey Issues.
(Note 5)
(bb) Rider for Aviation Risk Exclusion--New York Issues. (Note
5)
(cc) Rider for Aviation Risk Exclusion--New Jersey Issues.
(Note 5)
(dd) Rider for Military Aviation Risk Exclusion--New York
Issues. (Note 5)
(ee) Rider for Military Aviation Risk Exclusion--New Jersey
Issues. (Note 5)
(ff) Rider for War Risk Exclusion--New York Issues. (Note 5)
(gg) Rider for War Risk Exclusion--New Jersey Issues. (Note 5)
(hh) Rider for Defining Incontestability Period--New York
Issues. (Note 5)
(ii) Rider for Defining Incontestability Period--New Jersey
Issues. (Note 5)
(jj) Rider for Suicide Provision--New York Issues. (Note 5)
(kk) Rider for Ownership and Control--New York Issues. (Note
5)
(ll) Rider for Ownership and Control--New Jersey Issues. (Note
5)
(mm) Rider for Applicant's Waiver of Premium Benefit--New York
Issues. (Note 5)

II-3

<PAGE>

(nn) Rider for Applicant's Waiver of Premium Benefit--New
Jersey Issues. (Note 5)
(oo) Rider for Level Term Insurance Benefit on Life of
Insured--New York and New Jersey Issues. (Note 7)
(pp) Rider for Special Premium Remittance Plan--New York
Issues. (Note 7)
(qq) Rider for Variable Loan Interest Rate--New York Issues.
(Note 7)
(rr) Rider for Special Premium Remittance Plan--New Jersey
Issues. (Note 7)
(ss) Rider for Variable Loan Interest Rate--New Jersey Issues.
(Note 7)
(tt) Rider for Decreasing Term Insurance Benefit--New York and
New Jersey Issues. (Note 8)
(uu) Rider for Variable Reduced Paid-Up Insurance--New York
Issues. (Note 8)
(vv) Rider for Variable Reduced Paid-Up Insurance--New Jersey
Issues. (Note 8)
(ww) Rider for Decreasing Term Insurance on Life of Insured
Spouse--New York Issues. (Note 8)
(xx) Rider for Decreasing Term Insurance Benefit on life of
Insured Spouse--New Jersey Issues. (Note 8)
(yy) Rider for Variable Loan Interest Rate--New Jersey Issues.
(Note 8)
(zz) Rider for Variable Loan Interest Rate--New York Issues.
(Note 8)
(aaa) Rider providing Options on Lapse--New Jersey Issues.
(Note 8)
(bbb) Rider providing Options on Lapse--New York Issues. (Note
8)
(ccc) Living Needs Benefit Rider for use in New Jersey. (Note
9)
(ddd) Living Needs Benefit Rider for use in New York. (Note 12)

2. See Exhibit 1.A.(5).

3. Opinion and Consent of Clifford E. Kirsch, Esq. as to the legality of the
securities being registered. (Note 1)

4. None.

5. Not Applicable.

6. Opinion and Consent of Nancy D. Davis, FSA, MAAA, as to actuarial matters
pertaining to the securities being registered. (Note 1)

7. Powers of Attorney.

(a) Garnett L. Keith, Jr., Ira J. Kleinman, I. Edward Price (Note 13)

(b) E. Caulfield, E. Milnes, S. Tooley (Note 14)

27. Financial Data Schedule. (Note 1)

(Note 1) Filed herewith.
(Note 2) Incorporated by reference to Registrant's Form N-8B-2, filed
January 10, 1983.
(Note 3) Incorporated by reference to Pre-Effective Amendment No. 1 to this
Registration Statement, filed February 17, 1983.
(Note 4) Incorporated by reference to Pre-Effective Amendment No. 2 to this
Registration Statement, filed May 19, 1983.
(Note 5) Incorporated by reference to Post-Effective Amendment No. 2 to this
Registration Statement, filed March 28, 1984.
(Note 6) Incorporated by reference to Post-Effective Amendment No. 3 to this
Registration Statement, filed April 30, 1984.
(Note 7) Incorporated by reference to Post-Effective Amendment No. 4 to this
Registration Statement, filed April 30, 1985.
(Note 8) Incorporated by reference to Post-Effective Amendment No. 5 to this
Registration Statement, filed March 7, 1986.
(Note 9) Incorporated by reference to Post-Effective Amendment No. 15 to
this Registration Statement, filed April 26, 1990.

II-4

<PAGE>

(Note 10) Incorporated by reference to Post-Effective Amendment No. 17 to
Form S-6, Registration No. 2-89780, filed March 1, 1991, on behalf
of the Pruco Life of New Jersey Variable Appreciable Account.

(Note 11) Incorporated by reference to Post-Effective Amendment No. 15 to
Form S-6, Registration No. 2- 99537, filed March 2, 1993, on behalf
of the Pruco Life of New Jersey Single Premium Variable Life
Account.

(Note 12) Incorporated by reference to Post-Effective Amendment No. 19 to
this Registration Statement, filed April 26, 1990.

(Note 13) Incorporated by reference to Post-Effective Amendment No. 15 to
Form S-6, Registration No. 2-99537, filed March 2, 1993, on behalf
of the Pruco Life of New Jersey Single Premium Variable Life
Account.

(Note 14) Incorporated by reference to Post-Effective Amendment No. 17 to
Form S-6, Registration No. 2-99537, filed March 2, 1994 on behalf
of the Pruco Life of New Jersey Single Premium Variable Life
Account.

(Note 15) Incorporated by reference to Post-Effective Amendment No. 8 to Form
S-1, Registration No. 33- 20018, filed April 5, 1996 on behalf of
the Pruco Life of New Jersey Variable Contract Real Property
Account.

II-5

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant, the
Pruco Life of New Jersey Variable Insurance Account, certifies that this
Amendment is filed solely for one or more of the purposes specified in Rule
485(b)(1) under the Securities Act of 1933 and that no material event requiring
disclosure in the prospectus, other than one listed in Rule 485(b)(1), has
occurred since the effective date of the most recent Post-Effective Amendment to
the Registration Statement which included a prospectus and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized and its seal hereunto affixed and attested, all in the city of
Newark and the State of New Jersey, on this 25th day of April, 1996.

(Seal) PRUCO LIFE OF NEW JERSEY VARIABLE INSURANCE ACCOUNT
(Registrant)

By: PRUCO LIFE INSURANCE COMPANY OF NEW JERSEY
(Depositor)

Attest: /s/ Thomas C. Castano By: /s/ Esther H. Milnes
--------------------------- -------------------------
Thomas C. Castano Esther H. Milnes
Assistant Secretary President

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 23 to the Registration Statement has been signed below by the
following persons in the capacities indicated on this 25th day of April, 1996.

SIGNATURE AND TITLE
-------------------

/s/ *
- ---------------------------------------
Esther Milnes
President and Director

/s/ *
- ---------------------------------------
Stephen Tooley
Chief Financial Officer and Comptroller

/s/*
- ---------------------------------------
E. Michael Caulfield
Director

/s/ *
- --------------------------------------- *By: /s/ Thomas C. Castano
Garnett L. Keith, Jr. -------------------------------
Director Thomas C. Castano
(Attorney-in-Fact)

/s/ *
- ---------------------------------------
Ira J. Kleinman
Director

/s/ *
- ---------------------------------------
I. Edward Price
Director

/s/ *
- ---------------------------------------
William F. Yelverton
Director

II-6

<PAGE>

EXHIBIT INDEX

Consent of Deloitte and Touche LLP, independent auditors. Page II-7

3. Opinion and Consent of Clifford E. Kirsch, Esq. as to Page II-9
legality of the securities being registered.

6. Opinion and Consent of Nancy Davis, FSA, MAAA, as to Page II-10
actuarial matters pertaining to the securities being
registered.

27. Financial Data Schedule. Page II-11

II-8

INDEPENDENT AUDITORS' CONSENT

We consent to the use in this Post-Effective Amendment No. 23 to Registration
Statement No. 2-81243 on Form S-6 of Pruco Life of New Jersey Variable Insurance
Account of Pruco Life Insurance Company of New Jersey of our report dated
February 15, 1996, relating to the financial statements of Pruco Life of New
Jersey Variable Insurance Account, and of our report dated March 15, 1996,
relating to the financial statements of Pruco Life Insurance Company of New
Jersey appearing in the Prospectus, which is part of such Registration
Statement, and to the reference to us under the heading "Experts" in such
Prospectus.

/S/ Deloitte & Touche LLP
Parsippany, New Jersey
April 25, 1996

II-7

Exhibit 3

April 25, 1996

Pruco Life Insurance Company
of New Jersey
213 Washington Street
Newark, New Jersey 07102-2992

Gentlemen:

In my capacity as Chief Legal Officer and Assistant Secretary of Pruco Life
Insurance Company of New Jersey ("Pruco Life of New Jersey"), I have reviewed
the establishment of Pruco Life of New Jersey Variable Insurance Account (the
"Account") on December 29, 1982 by the Executive Committee of the Board of
Directors of Pruco Life of New Jersey as a separate account for assets
applicable to certain variable life insurance contracts, pursuant to the
provisions of Section 17B:28-7 of the Revised Statutes of New Jersey. I was
responsible for oversight of the preparation and review of the Registration
Statement on Form S-6, as amended, filed by Pruco Life of New Jersey with the
Securities and Exchange Commission (Registration No. 2-81243) under the
Securities Act of 1933 for the registration of certain variable life insurance
contracts issued with respect to the Account.

I am of the following opinion:

(1) Pruco Life of New Jersey was duly organized under the laws of New
Jersey and is a validly existing corporation.

(2) The Account has been duly created and is validly existing as a separate
account pursuant to the aforesaid provisions of New Jersey law.

(3) The portion of the assets held in the Account equal to the reserve and
other liabilities for variable benefits under the variable life
insurance contracts is not chargeable with liabilities arising out of
any other business Pruco Life of New Jersey may conduct.

(4) The variable life insurance contracts are legal and binding obligations
of Pruco Life of New Jersey in accordance with their terms.

In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as I judged to be necessary or
appropriate.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.

Very truly yours,

Clifford E. Kirsch

vli.nj

II-9

Exhibit 6

April 25, 1996

Pruco Life Insurance Company of New Jersey
213 Washington Street
Newark, New Jersey 07102-2992

To Pruco Life Insurance Company of New Jersey:

This opinion is furnished in connection with the registration by Pruco Life
Insurance Company of New Jersey of variable life insurance contracts
("Contracts") under the Securities Act of 1933. The prospectus included in
Post-Effective Amendment No. 23 to Registration Statement No. 2-81243 on Form
S-6 describes the Contracts. I have reviewed the Contract form and I have
participated in the preparation and review of the Registration Statement and
Exhibits thereto. In my opinion:

(1) The illustrations of death benefits included in the prospectus section
entitled "How a Contract's Death Benefit Will Vary", based on the
assumptions stated in the illustrations, are consistent with the
provisions of the Contract.

(2) The illustrations of cash values included in the prospectus section
entitled "How a Contract's Cash Value Will Vary", based on the
assumptions stated in the illustrations, are consistent with the
provisions of the Contract.

(3) The illustrations of cash values and death benefits included in the
section entitled "Illustrations" and in the Appendix of the prospectus,
based on the assumptions stated in the illustrations, are consistent
with the provisions of the Contract. The rate structure of the Contract
has not been designed so as to make the relationship between premiums
and benefits, as shown in the illustrations, appear more favorable to a
prospective purchaser of a Contract for male age 25 or male age 40,
than to prospective purchasers of Contracts on males of other ages or
on females.

(4) The illustration of the effect of a Contract loan on the death benefit
and cash value included in the prospectus section entitled "Contract
Loans", based on the assumptions stated in the illustration, is
consistent with the provisions of the Contract.

(5) The illustrations (with respect to a lapsed Contract) of cash values,
extended term insurance and reduced paid-up insurance which are
included in the prospectus section entitled "Options on Lapse", based
on the assumptions stated in the illustrations, are consistent with the
Contract.

I hereby consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to my name under the heading "Experts" in the
prospectus.

Very truly yours,

Nancy D. Davis, FSA, MAAA
Vice President and Assistant Actuary
The Prudential Insurance Company of America

vli.nj

II-10

<ARTICLE> 6
<MULTIPLIER> 1000

<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 100,638
<INVESTMENTS-AT-VALUE> 127,670
<RECEIVABLES> 1
<ASSETS-OTHER> (17)
<OTHER-ITEMS-ASSETS> $0
<TOTAL-ASSETS> 127,670
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
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</TABLE>